Common use of Indemnities Clause in Contracts

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agenteach Arranger, each ArrangerAgent, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representativesrepresentative, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition of the conditions set forth in Article III (Conditions To Loans And Letters Of CreditIII) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, fees and disbursements and expenses of financial and legal advisors counsel to any such Indemnitee) that which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions Credit or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily caused by or resulting from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, ; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien and Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) CERCLA and applicable state property transfer laws, whether, with respect to any of such mattermatters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its SubsidiariesWarnaco Entity, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Administrative Agent, the Collateral any Facility Agent, any Lender or any Issuer, or the Administrative any Facility Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries Warnaco Entity, and (yB) attributable solely to acts of the Administrative AgentArrangers, the Collateral AgentFacility Agents, such Lender or such Issuer or any agent on behalf of such Agent, such Lender the Facility Agents or such IssuerLender.

Indemnities. (a) The Borrower agrees Whether or not the transactions contemplated hereby shall be consummated, the Obligors agree to indemnify defend, indemnify, pay and hold harmless the Administrative Loan Agent, the Collateral AgentLenders, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the officers, directors, officers, employees, agents, trustees, shareholders, agents and controlling persons, members, representatives, attorneys, consultants, advisors of or to any of Persons (collectively called the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”"Indemnitees") from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements and expenses, joint or several, of any kind or nature whatsoever (including without limitation the reasonable feesfees and disbursements of outside counsel for such Indemnitees, disbursements and expenses of financial and legal advisors to any such Indemniteebut excluding Taxes) that may be imposed on, incurred by by, or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any Agreement or the other Loan DocumentDocuments or the transactions contemplated hereby or thereby (including, any Secured Obligationwithout limitation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans Loan) or Letters of Credit any breach or in connection with any investigation default by the Borrowers of any potential matter covered hereby provision of the Loan Documents (collectively, collectively called the “"Indemnified Matters”Liabilities"); provided, however, provided that the Borrower Obligors shall not have any liability under this Section 11.4 obligation to an any Indemnitee hereunder with respect to any Indemnified Matter Liabilities to the extent it that has resulted primarily such Indemnified Liabilities (i) arise from the bad faith, gross negligence or willful misconduct of that an Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred are specifically addressed elsewhere in connection with any Remedial Action concerning the Borrower or any of its Subsidiariesthis Agreement (including, without limitation, Section 2.10, (iii) arise from breaches by an Indemnitee of any costs Loan Document to which it is a party, or liabilities incurred in connection with any Environmental Lien and (iv) constitute ordinary and usual operating or overhead expenses of an Indemnitee (excluding, without limitation, costs and expenses of any costs outside counsel, consultant or liabilities incurred agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in connection with the preceding sentence may be unenforceable because it is violative of any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possessionlaw or public policy, the successor in interest Obligors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Borrower payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuerthem.

Indemnities. (a) The Group and the Borrower agrees agree, jointly and severally, to indemnify and hold harmless the Administrative Agent, the Collateral Agenteach Arranger, each ArrangerAgent, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representativesrepresentative, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition of the conditions set forth in Article III (Conditions To Loans And Letters Of CreditIII) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, fees and disbursements and expenses of financial and legal advisors counsel to any such Indemnitee) that which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions Credit or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that neither Group nor the Borrower shall not have any liability obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily caused by or resulting from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, ; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien and Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) CERCLA and applicable state property transfer laws, whether, with respect to any of such mattermatters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its SubsidiariesWarnaco Entity, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Administrative Agent, the Collateral any Facility Agent, any Lender or any Issuer, or the Administrative any Facility Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries Warnaco Entity, and (yB) attributable solely to acts of the Administrative AgentArrangers, the Collateral AgentFacility Agents, such Lender or such Issuer or any agent on behalf of such Agent, such Lender the Facility Agents or such IssuerLender.

Indemnities. (a) The Borrower agrees to defend, protect, indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) its Affiliates and each of their respective its and its Affiliates' directors, officers and employees (collectively, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”"Idemnitees") from and against any and all claims, damages, liabilities, obligations, losseslosses (other than loss of profits), damages, penalties, fees, actions, judgments, suits, claims, costs, expenses and disbursements and expenses, joint or several, of any kind or nature whatsoever (including excluding any taxes and including, without limitation, the reasonable fees, fees and disbursements and expenses of financial and legal advisors to any counsel for such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee Indemnitees in connection with any investigative, administrative or arising out of any investigation, litigation or judicial proceeding, whether or not such investigationIndemnitees shall be designated a party thereto), litigation which any of them may incur and reasonably pay arising out of or proceeding is brought by relating to this Agreement or the Borrower, the Acquired Business, the Seller, or a third party Note or any of their respective Affiliates, any such Indemnitee the transactions contemplated hereby or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, thereby or the use direct or intended use indirect application or proposed application of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectivelyAdvance, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 no obligation to an Indemnitee hereunder with respect to any Indemnified Matter to the extent it that has resulted primarily matter caused solely by or resulting solely from the bad faith, willful misconduct or gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants onThe Borrower, upon demand by the Lender, shall reimburse each Indemnitee for any reasonable legal or into such property or any contiguous real estate, (ii) any costs or liabilities other expenses incurred in connection with investigating or defending any Remedial Action concerning of the foregoing except if the same is directly due to the willful misconduct or gross negligence of such Indemnitee. If the undertaking to indemnify, pay and hold harmless set forth in this Section 6.04 may be unenforceable because it is violative of any law or public policy, the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien shall contribute the maximum portion which it is permitted to pay and (iv) any costs or liabilities incurred in connection with any other matter satisfy under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) abovelaw, to the extent (x) payment and satisfaction of all liabilities, obligations, losses, damages, penalties, fees, actions, judgments, suits, claims, costs, expenses or disbursements incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerIndemnitee.

Indemnities. Without limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and whether or not any of the transactions contemplated hereby are consummated, the Seller hereby agrees to indemnify each Indemnified Party from and against, and hold each thereof harmless from, any and all claims, losses, liabilities, costs and expenses of any kind whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, or resulting from, in whole or in part, one or more of the following: (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent this Agreement or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Owner in any Receivable, any Contract or any Related Security; or (d) any transaction contemplated by this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; excluding, however, Indemnified Amounts to the extent resulting from either (x) the gross negligence or willful misconduct on the part of such Indemnified Party, or (y) the failure to collect amounts in respect of a Pool Receivable, to the extent such failure results from a discharge of the Obligor with respect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts. Without limiting or being limited by the foregoing and whether or not any of the foregoing (including those retained in connection with transactions contemplated hereby are consummated, the satisfaction or attempted satisfaction of Seller shall pay on demand to each Indemnified Party any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each and all amounts necessary to indemnify such Person being an “Indemnitee”) Indemnified Party from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint Indemnified Amounts which relate to or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Sellerresult from, or a third party which would not have occurred but for, one or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use more of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.following:

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless and defend the Administrative Agent, the Collateral Agenteach Lender, each ArrangerL/C Issuer, each Lender and each Issuer Person (including each Person obligated on other than the Borrower) party to a Secured Hedging Contract if such Agreement, each Person was a Lender, Issuer, Agent or an Affiliate that each L/C Issuer causes to Issue Letters of an Agent at the time it entered into such Secured Hedging Contract) Credit hereunder and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured ObligationDisclosure Document, any Obligation (or the repayment thereof), any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan or the Loans use of any Letter of Credit, or Letters any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of Credit any Group Member or any Affiliate of any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including reasonable attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent it that otherwise liable), to the extent such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoingFurthermore, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, contribution with respect to any such matterLiabilities that may be imposed on, such Indemnitee is a mortgagee pursuant to incurred by or asserted against any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerRelated Person.

Indemnities. (a) The Borrower Corporation agrees to indemnify and hold harmless the Administrative Agenteach Agent and its respective affiliates, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employeespartners, agents, trusteesemployees, advisors, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any successors and assigns of the foregoing Agents (including those retained in connection with hereinafter referred to as the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “IndemniteePersonnel”) from and against any and all expenses, losses (other than loss of profits), claims, actions, suits, proceedings, court costs, contingencies, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims and costs of investigation) , and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any claim (including, without limitation, securityholder or derivative actions, arbitration proceedings or otherwise) that may be made or threatened against the Agents and/or the Personnel, to which the Agents and/or their Personnel ‎may become subject or otherwise involved in any capacity under any statute or common law or otherwise, ‎insofar as such expenses, losses, claims, damages, liabilitiesliabilities or actions arise out of or are based, obligationsdirectly or ‎indirectly, lossesupon (a) the performance of professional services rendered to the Corporation by the Agents and ‎their Personnel hereunder (b) any untrue statement or alleged untrue statement of a material fact ‎contained in the U.S. Preliminary Prospectus, penaltiesU.S. Final Prospectus, actionsU.S. Registration Statement, judgments, suits, costs, disbursements or Blue Sky Registrations used to offer securities of the Corporation in a transaction subject to the ‎engagement as such materials may be amended or supplemented (and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors but not limited to any such Indemnitee‎documents deemed to be incorporated therein by reference) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified MattersOffering Materials”); provided, howeveror any ‎omission or alleged omission to state therein a material fact necessary in order to make the statements therein, that ‎in the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations light of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Documentcircumstances under which they were made, not misleading, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (iic) any costs or liabilities incurred otherwise in connection with any Remedial Action concerning ‎with the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i)this Agreement, (ii)whether performed before or after the Corporation’s execution of this Agreement, (iii) and (iv) abovetogether with any expenses, to the extent (x) losses, claims, damages or liabilities that are incurred following foreclosure by the Administrative Agentin enforcing this indemnity. In addition, the Collateral Agent, Corporation shall indemnify and save harmless the Agents from any Lender and all losses or any Issuer, or expenses relating to sales to investors on the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries President’s List and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuerinvestors that are Company Purchasers.

Indemnities. (a) The Borrower agrees to Borrowers shall indemnify and hold harmless the Administrative Agent, the Collateral Agent, each the Lead Arranger, each Lender the Documentation Agent, the Syndication Agent, the Issuing Bank and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each Related Party of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) Persons (each such Person being called an “Indemnitee”) from against, and against hold each Indemnitee harmless from, on an after-Tax basis, any and all losses, claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements liabilities and related expenses, joint or several, of any kind or nature (including the reasonable fees, charges and disbursements and expenses of financial and legal advisors to any such counsel for any Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the handling of the Funding Accounts, Collection Account, any account subject to a Blocked Account Agreement and Collateral of Borrowers as herein provided, (iv) the Agent, Issuing Bank or arising out Lender relying on any instructions of the Administrative Borrower, (v) any investigation, litigation actual or proceeding, whether alleged presence or not such investigation, litigation release of Hazardous Materials on or proceeding is brought from any property owned or operated by the Borrower, the Acquired Business, the Seller, or a third party Borrowers or any of their respective AffiliatesSubsidiaries, or any such Indemnitee Environmental Liability related in any way to the Borrowers or any of its directorstheir Subsidiaries, security holders or creditors (vi) any actual or prospective claim, litigation, investigation or proceeding relating to any such Indemnitee, director, security holder or creditor is a party theretoof the foregoing, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, theory and regardless of whether any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions Indemnitee or any actLoan Party is a party thereto; provided that such indemnity shall not, claim, event or transaction related or attendant as to any thereofIndemnitee, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter be available to the extent it that has resulted primarily from the bad faithsuch losses, gross negligence claims, damages, penalties, liabilities or willful misconduct of that Indemnitee, as related expenses are finally determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release the gross negligence or willful misconduct of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is in a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower final nonappealable order or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuerjudgment.

Indemnities. (a) The Borrower Company agrees to to, and shall cause each other Loan Party to, indemnify and hold harmless the Administrative Agent, the Collateral each Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) Issuing Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of CreditIX) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Payment Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Company shall not have any liability under this Section 11.4 14.17 to an Indemnitee with respect to any Indemnified Matter to the extent it that such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower Company or any of its Subsidiaries involving any property subject to a Collateral Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Lien Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or at the direction of the Administrative Agent, any Lender or any Issuer Issuing Lender, or any Agent, any Lender or any Issuing Lender having become the successor in interest to the Borrower Company or any of its Subsidiaries and (y) to the extent attributable solely to acts of the Administrative Agent, the Collateral AgentAgents, such Lender or such Issuer Issuing Lender or any agent on behalf of such Agent, such Lender or such IssuerIssuing Lender.

Indemnities. (a) The Borrower agrees to Delek-Big Xxxxx shall defend, indemnify and hold harmless the Administrative AgentDelek Refining, the Collateral Agentits Affiliates, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, representatives, agents, trusteescontractors, shareholderssuccessors and permitted assigns (collectively, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “IndemniteeDelek Refining Indemnitees”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint Liabilities directly or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or indirectly arising out of (i) any investigationbreach by Delek-Big Xxxxx of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Delek-Big Xxxxx made herein or in connection herewith proving to be false or misleading, litigation or proceeding(ii) any failure by Delek Big-Xxxxx, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party its Affiliates or any of their respective Affiliatesemployees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any such Indemnitee of which is caused by Delek-Big Xxxxx, its Affiliates or any of its directorstheir respective employees, security holders representatives, agents or creditors or contractors in the exercise of any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, rights granted hereunder or the use handling, storage, transportation or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation disposal of any potential matter covered hereby (collectivelyProducts hereunder, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter except to the extent it that has resulted primarily from such injury, disease, death, or damage to or loss of property was caused by the bad faith, gross negligence or willful misconduct on the part of that Indemniteethe Delek Refining Indemnitees, as determined by a court their Affiliates or any of competent jurisdiction in a final non-appealable judgment their respective employees, representatives, agents or ordercontractors. Without limiting Notwithstanding the foregoing, “Indemnified Matters” include (iDelek-Big Sandy’s liability to the Delek Refining Indemnitees pursuant to this Section 20(a) all Environmental Liabilities and Costs arising from or connected with shall be net of any insurance proceeds actually received by the past, present or future operations of the Borrower Delek Refining Indemnitee or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted their respective Affiliates from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, third Person with respect to any such matteror on account of the damage or injury which is the subject of the indemnification claim. Delek Refining agrees that it shall, such Indemnitee is a mortgagee pursuant and shall cause the other Delek Refining Indemnitees to, (a) use all commercially reasonable efforts to any leasehold mortgage, a mortgagee in possession, pursue the successor in interest collection of all insurance proceeds to the Borrower or which any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, Delek Refining Indemnitees are entitled with respect to those matters referred to in clauses (i)or on account of any such damage or injury, (ii)b) notify Delek-Big Xxxxx of all potential claims against any third Person for any such insurance proceeds, (iii) and (ivc) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts keep Delek-Big Xxxxx fully informed of the Administrative Agent, efforts of the Collateral Agent, such Lender or such Issuer or any agent on behalf Delek Refining Indemnitees in pursuing collection of such Agent, such Lender or such Issuerinsurance proceeds.

Indemnities. (a) The Borrower agrees to shall indemnify and hold harmless the Administrative Agent, the Collateral Agenteach Lender, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) Arrangers and each of their respective Affiliates, the directors, officers, employees, agents, trusteespartners, shareholders, controlling persons, members, representatives, attorneys, consultants, trustees or advisors of or to any of and other representatives (collectively the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “IndemniteeIndemnitees”) from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements and expenses, joint or several, (including Attorney Costs) of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to whatsoever which may at any such Indemnitee) that may time be imposed on, incurred by or asserted against any such Indemnitee in connection with any way relating to or arising out of or in connection with (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of such Indemnitees, and solely in the case of a conflict of interest between Indemnitees (where the Indemnitee affected by such conflict has informed the Borrower of such conflict), one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby (including, without limitation, the reliance in good faith by any Indemnitee on any notice purportedly given by or on behalf of the Borrower), (ii) the Transaction, (iii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iv) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements (A) resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any Related Indemnified Person of such Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any Related Indemnified Person of such Indemnitee, in each case as determined by a final, non appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent, collateral agent, co-collateral agent, arranger, bookrunner or any similar role under the Facilities and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates or (B) have been settled pursuant to any settlement arrangement entered into by the applicable Indemnitee or any Related Indemnified Persons of such Indemnitee, in each case, without the Borrower’s prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrowerany Loan Party, the Acquired Businessits directors, the Seller, stockholders or a third party creditors or any of their respective Affiliates, any such an Indemnitee or any of its directorsother Person, security holders whether or creditors or not any such Indemnitee, director, security holder or creditor Indemnitee is otherwise a party thereto, whether direct, indirect, or consequential thereto and whether based on or not any federal, state or local law or other statutory regulation, securities or commercial law or regulation, of the transactions contemplated hereunder or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any the other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability Documents is consummated. All amounts due under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to 12.4 (after the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct determination of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoingjurisdiction, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee if required pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any terms of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (ithis Section 12.4), shall be paid within twenty (ii), (iii20) and (iv) above, to Business Days after written demand therefor. The agreements in this Section 12.4 shall survive the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts resignation of the Administrative Agent, the Collateral Agent, such Swing Loan Lender or such Issuer any Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 12.4 shall not apply to Taxes, Other Taxes, taxes covered by Section 3.4 or amounts excluded from the definition of Taxes pursuant to clauses (i) through (vii) of the first sentence of Section 3.1(a), which shall be governed by Section 3.1 or Section 3.4, except it 192 shall apply to any agent taxes (other than taxes imposed on behalf or measured by net income (however denominated, and including branch profits and similar taxes), and franchise or similar taxes) that represent losses, claims, damages, etc. arising from a non-tax claim (including a value added tax or similar tax charged with respect to the supply of such Agent, such Lender legal or such Issuerother services).

Indemnities. Each Party (aan “Indemnifying Party”) The Borrower agrees to indemnify shall indemnify, defend, and hold harmless the Administrative Agentother Party and its members, the Collateral Agentpartners, each Arrangershareholders, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employeesaffiliates, agents, trusteesinvitees, shareholderssuccessors and assigns (collectively, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “IndemniteeIndemnified Party”) free and harmless from and against any and all claims, damages, liabilities, obligations, losses, fines, penalties, actionscosts and expenses (including, judgmentswithout limitation, suits, court costs, disbursements investigation fees, reasonable attorneys’ fees and related expenses, joint or several, ) of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that which may be imposed on, asserted against or incurred by or asserted against any such Indemnitee in connection with or Indemnified Party arising out of or in any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought manner occasioned by the Borrower, following: (a) the Acquired Business, failure of the Seller, Indemnifying Party to comply with the conditions and requirements set forth in this Agreement; (b) injury to or a third party death to any person resulting from the negligence or any intentional acts of their respective Affiliates, any such Indemnitee the Indemnifying Party or any of its directorsmembers, security holders partners, contractors, consultants, employees, agents or creditors representatives; (d) damage caused by the use of hazardous materials on the Property by the Indemnifying Party or any such Indemniteeof its members, directorpartners, security holder contractors, consultants, employees, agents or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local representatives; (e) violation of applicable law or other statutory regulation, securities regulations by the Indemnifying Party; or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in (f) any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, lien that may be filed against the Transactions Property or any actimprovements thereon or for unpaid bills for the design, claimconstruction, event maintenance or transaction related repair of improvements by the Indemnifying Party or attendant to any thereofof its members, partners, contractors, consultants, employees, agents or representatives on the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Property. This indemnification shall not have any liability under this Section 11.4 apply to an Indemnitee with respect to any Indemnified Matter losses, damages, claims, expenses and other liabilities to the extent it that has resulted primarily from the bad faith, gross caused by any negligence or willful misconduct on the part of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or orderany Indemnified Party. Without limiting Notwithstanding anything to the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possessioncontrary contained herein, the successor in interest Parties’ obligations to indemnify one another under this Section shall exclude claims for consequential damages, which are hereby expressly waived. The indemnifications under this Section shall survive the Borrower expiration or any earlier termination of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuerthis Agreement.

Indemnities. (a) The Borrower Each Obligor agrees to indemnify and indemnify, hold harmless and defend the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) Related Persons (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured ObligationObligation (or the repayment thereof), any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan, the Loans Refinancing, or Letters any securities filing of, or with respect to, the Borrower and its Subsidiaries, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of Credit the Borrower, its Subsidiaries or any Affiliate of any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of securities or creditors (and including reasonable attorneys' fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower Obligors shall not have any liability under this Section 11.4 9.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent it that otherwise liable), to the extent such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoingFurthermore, “Indemnified Matters” include (i) all Environmental Liabilities each Obligor waives and Costs arising from or connected with the past, present or future operations agrees not to assert against any Indemnitee any right of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, contribution with respect to any such matterLiabilities that may be imposed on, such Indemnitee is a mortgagee pursuant to incurred by or asserted against any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerRelated Person.

Indemnities. (a) The Borrower agrees to indemnify and shall indemnify, hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each and defend Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) its successors and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) from and assigns against any and all claims, damagesdemands, suits and legal proceedings, whether civil, criminal, administrative, investigative or otherwise, including arbitration, mediation, bankruptcy and appeal and including any claims, demands, suits and legal proceedings arising out of: (i) the actual or alleged manufacture, purchase, ordering, financing, shipment, acceptance or rejection, titling, registration, leasing, ownership, delivery, rejection, non-delivery, possession, use, transportation, storage, operation, maintenance, repair, return or disposition of the Equipment; (ii) patent, trademark or copyright infringement; or (iii) any alleged or actual breach, default or Event of Default by Borrower (all of the foregoing hereinafter collectively referred to as “Actions”); and (iv) any and all penalties, losses, liabilities, obligationsincluding the liability of Borrower or Lender for negligence, lossestort, penaltiesstrict liability or environmental liability, actions, judgments, suitsdamages, costs, disbursements court costs and any and all other expenses, joint or severalincluding Attorneys’ Fees, of any kind or nature (including reasonable fees, disbursements judgments and expenses of financial and legal advisors to any such Indemnitee) that may be imposed onamounts paid in settlement, incurred by incident to, arising out of, or asserted against in any such Indemnitee way connected with any Actions, any Agreement, any Equipment, or any other instrument, document or agreement executed in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought contemplated by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee the foregoing; provided that the Borrower shall have no obligation hereunder to Lender or any of its directors, security holders affiliates or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has such obligation for indemnification shall have resulted primarily from the gross negligence, bad faith, gross negligence faith or willful misconduct of that Indemnitee, the party to be indemnified or any of its affiliates as determined by a court of competent jurisdiction in a final non-appealable judgment or orderof a court of competent jurisdiction. Without limiting the foregoingThe term “Attorneys’ Fees” as used herein shall include any and all reasonable and documented attorneys’ fees that are incurred by Lender incident to, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Documentout of, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from in any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred way in connection with Lender’s interests in, or defense of, any Remedial Action concerning the Borrower or any Lender’s enforcement of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien rights and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, interests with respect to any Equipment or otherwise under each Agreement, or any other instrument, document or agreement executed in connection with or contemplated by any of the foregoing, which shall include such matterreasonable and documented attorneys’ fees incurred by Lender whether or not a suit or action is commenced, such Indemnitee is a mortgagee pursuant and all costs in collection of sums due during any work out or with respect to any leasehold mortgagesettlement negotiations, a mortgagee in possession, or the successor in interest cost to the Borrower defend Lender or to enforce any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuerrights.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral each Agent, each Arranger, each Lender and each Lender, Issuer (including each Person obligated on a Secured Hedging Contract that is a Loan Document if such Person was a Lender, Issuer, Agent Lender or an Affiliate of an Agent Issuer at the time of it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To to Loans And and Letters Of of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party Borrower or any of their respective Affiliates, its Subsidiaries or any such Indemnitee or any of its their respective directors, security holders or creditors or the Borrower or any such Subsidiary, Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee (i) with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to a dispute among Indemnitee (other than a claim against any Agent or its affiliates solely in its capacity as Agent, except to the extent such claim is found by a final non-appealable judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such Lead Arranger or affiliate, as applicable); or (iii) arising from a material breach of the obligations of an Indemnitee under this Agreement as determined by a final, non-appealable judgment of a court of competent jurisdiction. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estatemigrating from such property, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien on Real Property or any asset owned or leased by the Borrower or any of its Subsidiaries and (iv) any costs or liabilities concerning the Borrower or any of its Subsidiaries, including their operations and owned or leased Real Property, incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral any Agent, any Lender or any Issuer, or the Administrative any Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts or omissions of the Administrative Agent, the Collateral any Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerIssuer or any other Indemnitee.

Indemnities. (a) The Borrower a. Licensee hereby agrees to indemnify indemnify, defend and hold harmless the Administrative AgentLicensor, the Collateral Agenttheir hotels, each Arrangerpartners, each Lender subsidiaries, affiliates, franchises, and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) allied companies and each of their respective Affiliates, the directors, officers, employeesdirectors, agents, trusteescontractors, shareholderssubcontractors and employees (collectively, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit"Indemnitees") (each such Person being an “Indemnitee”) harmless from and against any and all claims, liabilities, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint fines penalties or several, costs of any kind or whatsoever nature (including reasonable attorneys' fees), disbursements and expenses whether or not occurring during the term hereof or occasioned or contributed to by the negligence of financial Licensor, a Hotel, or any agent or employee of the Indemnitees, or any of them (except as and legal advisors to any such Indemnitee) that may be imposed onthe extent otherwise prohibited by applicable law), incurred by or asserted against any such Indemnitee in connection with or arising out of or in any investigationway connected with, litigation and whether by reason of death of or proceedinginjury to any person or loss of or damage to any property or otherwise, arising out of or in any way connected with actions or omissions of Licensee under this Agreement. Licensee's representations, warranties, covenants agreements and licenses hereunder, the services provided by Licensee or any Licensees or other subcontractors, of Licensee hereunder or any related act of failure to act by Licensee, its agents, licensees, subcontractors, servants employees or invitees, including without limitation the use of the Licensed Area and any allegation that the Equipment or any part of them infringes any rights of any other person, including without limitation copyright, patent, trade secret, trademark, artist rights, droit moral, privacy, publicity or other intellectual property laws, whether or not such investigationoccurring during the term hereof or occasioned or contributed to by the negligence of an Indemnitee or an agent or employee of the Indemnitees, litigation or any of them (except as and to the extent prohibited by applicable law). In the event that any claim is made or any action or proceeding is brought by against the BorrowerIndemnitees, the Acquired Business, the Seller, or a third party or any of their respective Affiliatesthem, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of or connected with this Agreement, any other Loan Documentsuch Indemnitees may be notice to Licensee, any Secured Obligationelect to require Licensee, any Letter of Creditat Licensee's expense, any Disclosure Document, any Related Document, to resist such claim or take over the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation defense of any potential matter covered hereby (collectivelysuch action or proceeding and employ counsel for such purpose, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 such counsel to an Indemnitee with respect to any Indemnified Matter be subject to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf prior approval of such Agent, such Lender or such IssuerIndemnitee.

Indemnities. Without limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and whether or not any of the transactions contemplated hereby are consummated, the Seller hereby agrees to indemnify each Indemnified Party from and against, and hold each thereof harmless from, any and all claims, losses, liabilities, costs and expenses of any kind whatsoever (including, without limitation, reasonable legal fees and expenses on a full indemnity basis) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, or resulting from, in whole or in part, one or more of the following: (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent this Agreement or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment or Capital Increase; (c) the interest of any Owner in any Receivable, any Contract or any Related Security; or (d) any transaction contemplated by this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; excluding, however, Indemnified Amounts to the extent resulting from either (x) the gross negligence or willful misconduct on the part of such Indemnified Party, or (y) the failure to collect amounts in respect of a Pool Receivable, to the extent such failure results from a discharge of the Obligor with respect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts. Without limiting or being limited by the foregoing and whether or not any of the foregoing (including those retained in connection with transactions contemplated hereby are consummated, the satisfaction or attempted satisfaction of Seller shall pay on demand to each Indemnified Party any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each and all amounts necessary to indemnify such Person being an “Indemnitee”) Indemnified Party from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint Indemnified Amounts which relate to or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Sellerresult from, or a third party which would not have occurred but for, one or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use more of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.following:

Indemnities. (a) The Borrower agrees to shall indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) its affiliates and each of their the respective Affiliatesofficers, the directors, officers, employees, agents, trusteesadvisors, shareholdersattorneys and representatives of each (each, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”"Indemnified Party") from and against any and all claims, damages, liabilitieslosses liabilities and expenses (including, obligationswithout limitation, losses, penalties, actions, judgments, suits, costs, reasonable fees and disbursements and expensesof counsel), joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted or awarded against any such Indemnitee Indemnified Party, in each case arising out of or in connection with or arising out of relating to any investigation, litigation or proceedingproceeding or the preparation of any defense with respect thereto, arising out of or in connection with or relating to the Term Loans, the Loan Documents (excluding the Warrants) or the transactions contemplated thereby, or any use made or proposed to be made with the proceeds of the Term Loans, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directorsshareholders or creditors, security holders or creditors an Indemnified Party or any such Indemniteeother person, director, security holder or creditor an Indemnified Party is otherwise a party thereto, whether direct, indirect, or consequential thereto and whether based on any federalor not the transactions contemplated hereby are consummated, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter except to the extent it that has resulted primarily from the bad faithsuch claim, gross negligence damage loss, liability or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction expense is found in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations by a court of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. No Indemnified Party shall have any Release of Contaminants onliability (whether direct or indirect, upon in contract, tort or into such property or any contiguous real estate, (iiotherwise) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiariesshareholders or creditors for or in connection with the transactions contemplated hereby, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, except to the extent (x) incurred following foreclosure such liability is found in a final non-appealable judgement by the Administrative Agenta court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In no event, the Collateral Agenthowever, shall any Lender Indemnified Party be liable on any theory of liability for any special, indirect, consequential or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to punitive damages and the Borrower or any of its Subsidiaries hereby waives, releases and agrees (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent for itself and on behalf of its Subsidiaries) not to sue xxxn any such Agentclaim for any such damages, such Lender whether or such Issuernot accrued and whether or not known or suspected to exist in its favor.

Indemnities. (a) The Borrower agrees to Borrowers shall indemnify and hold harmless the Administrative Agent, the Collateral Agent, each the Lead Arranger, each Lender the Documentation Agent, the Syndication Agent, the Issuing Bank and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each Related Party of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) Persons (each such Person being called an “Indemnitee”) from against, and against hold each Indemnitee harmless from, on an after-Tax basis, any and all losses, claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements liabilities and related expenses, joint or several, of any kind or nature (including the reasonable fees, charges and disbursements and expenses of financial and legal advisors to any such counsel for any Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the handling of the Funding Accounts, Collection Account, any account subject to a Blocked Account Agreement and Collateral of Borrowers as herein provided, (iv) the Agent, Issuing Bank or arising out Lender relying on any instructions of the Administrative Borrower, (v) any investigation, litigation actual or proceeding, whether alleged presence or not such investigation, litigation release of Hazardous Materials on or proceeding is brought from any property owned or operated by the Borrower, the Acquired Business, the Seller, or a third party Borrowers or any of their respective AffiliatesSubsidiaries, or any such Indemnitee Environmental Liability related in any way to the Borrowers or any of its directorstheir Subsidiaries, security holders or creditors (vi) any actual or prospective claim, litigation, investigation or proceeding relating to any such Indemnitee, director, security holder or creditor is a party theretoof the foregoing, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Documenttheory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant as to any thereofIndemnitee, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter be available to the extent it that has resulted primarily from the bad faithsuch losses, gross negligence claims, damages, penalties, liabilities or willful misconduct of that Indemnitee, as related expenses are finally determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release the gross negligence or willful misconduct of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is in a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower final nonappealable order or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuerjudgment.

Indemnities. (a) The Borrower agrees Borrowers agree to indemnify and hold harmless the Administrative each Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract that is a Loan Document if such Person was a Lender, Issuer, Agent Lender or an Affiliate of an Agent Issuer at the time of it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “"Indemnitee”")) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or state, provincial, local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or 123 Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower Borrowers shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee or from any material breach of any of such Indemnitee's obligations under the Loan Documents to which it is a party, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower Company or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § Section 9601 et seq.) and applicable state state, provincial or other property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower Company or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such the Administrative Agent, such Lender or such Issuer.

Indemnities. (a) The Each Borrower agrees agrees, jointly and severally, to indemnify and hold harmless the Administrative Agent, the Collateral each Agent, each Arranger, each Lender and Lender, each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III Section 4 (Conditions To Loans And Letters Of CreditPrecedent)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Borrowers shall not have any liability under this Section 11.4 10.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemniteesuch Indemnitee or the breach by such Indemnitee of its obligations under this Agreement, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.

Indemnities. (a) The Each Borrower agrees to indemnify and indemnify, hold harmless and defend the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related DocumentObligation (or the repayment thereof), the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans any Loan, or Letters any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of Credit any Group Member or any Affiliate of any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the no Borrower shall not have any liability under this Section 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent it that otherwise liable), to the extent such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoingFurthermore, “Indemnified Matters” include (i) all Environmental Liabilities each of Holdings and Costs arising from or connected with the pasteach Borrower waives and agrees not to assert against any Indemnitee, present or future operations and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, contribution with respect to any such matterLiabilities that may be imposed on, such Indemnitee is a mortgagee pursuant to incurred by or asserted against any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerRelated Person.

Indemnities. (a) The Borrower To the extent permitted by law, Tenant shall and does hereby indemnify Landlord and agrees to indemnify and hold save it harmless the Administrative Agentand, the Collateral Agentat Landlord's option, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time defend it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, actions, damages, liabilities, obligations, losses, penalties, actions, liabilities and expenses (including attorneys' and other professional fees) judgments, suitssettlement payments, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed onfines paid, incurred or suffered by or asserted against any such Indemnitee Landlord in connection with loss of life, personal injury and/or damage to property or the environment suffered by third parties arising from or out of the occupancy or use by Tenant of the Premises or any investigationpart thereof or any other part of the Shopping Center, litigation occasioned wholly or proceedingin part by any act or omission of Tenant, its officers, agents, contractors, employees or invitees, or arising, directly or indirectly, wholly or in part from any conduct, activity, act, omission, or operation involving the use, handling, generation, treatment, storage, disposal, other management or Release of any Hazardous Substance in, from or to the Premises, whether or not Tenant may have acted negligently with respect to such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or Hazardous Substance. Tenant's obligations pursuant to this Section shall survive any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out termination of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee Lease with respect to any Indemnified Matter act, omission or occurrence which took place prior to such termination. To the extent permitted by law, Landlord shall and does hereby indemnify Tenant and agrees to save it that has resulted primarily harmless from the bad faithand against any and all claims, gross negligence or willful misconduct actions, damages, liabilities and expenses (including attorneys' and other professional fees) in connection with loss of that Indemniteelife, as determined personal injury and/or damage to property suffered by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs third parties arising from or connected with the past, present or future operations out of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator use of any property portion of the Borrower Common Areas by Landlord, occasioned wholly or in part by any act or omission of Landlord, its Subsidiaries by virtue of foreclosureofficers, exceptagents, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender contractors or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issueremployees.

Indemnities. (a) The Borrower Company agrees to indemnify and hold harmless the Administrative each Agent, the Collateral Agent, each Arranger, each Lender and each Lender, Issuer (including each Person obligated on a Secured Hedging Contract that is a Loan Document if such Person was a Lender, Issuer, Agent Lender or an Affiliate of an Agent Issuer at the time of it entered into such Secured Hedging Contract) and Co-Documentation Agent, the Syndication Agent and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To to Loans And and Letters Of of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Borrowers shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower Company or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estatemigrating from such property, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien on Real Property or any asset owned or leased by the Company or any of its Subsidiaries and (iv) any costs or liabilities concerning the Company or any of its Subsidiaries, including their operations and owned or leased Real Property, incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower Company or any of its Subsidiaries and (y) to the extent attributable solely to acts or omissions of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such the Administrative Agent, such Lender or such IssuerIssuer or any other Indemnitee.

Indemnities. (a) The Borrower agrees to shall indemnify and hold harmless the Administrative AgentAgents, each Lender, each Issuer, the Collateral Agent, each Arranger, each Lender Arrangers and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trusteespartners, shareholders, controlling persons, members, representatives, attorneys, consultants, trustees or advisors of or to any of and other representatives (collectively the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “IndemniteeIndemnitees”) from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements and expenses, joint or several, (including Attorney Costs) of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to whatsoever which may at any such Indemnitee) that may time be imposed on, incurred by or asserted against any such Indemnitee in connection with any way relating to or arising out of or in connection with (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Revolving Credit Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee or (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any Related Indemnified Person, in each case as determined by a final, non appealable judgment of a court of competent jurisdiction or any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under the Facility and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrowerany Loan Party, the Acquired Businessits directors, the Seller, stockholders or a third party creditors or any of their respective Affiliates, any such an Indemnitee or any of its directorsother Person, security holders whether or creditors or not any such Indemnitee, director, security holder or creditor Indemnitee is otherwise a party thereto, whether direct, indirect, or consequential thereto and whether based on or not any federal, state or local law or other statutory regulation, securities or commercial law or regulation, of the transactions contemplated hereunder or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any the other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability Documents is consummated. All amounts due under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction 12.4 shall be paid within twenty (20) Business Days after written demand therefor. The agreements in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.this Section 12.4

Indemnities. (a) The Borrower Each Loan Party agrees to indemnify indemnify, pay, and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, Agent Party and each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at its respective Affiliates and the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directorspartners, officers, directors, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors and representatives of or to any of each Lender and its respective Affiliates (the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “IndemniteeIndemnitees”) harmless from and against any and all claims, damages, liabilities, obligations, losseslosses (including reasonable fees of attorneys and consultants), damages, penalties, actions, judgments, suits, costs, disbursements suits and expenses, joint or several, claims of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) whatsoever that may be imposed on, incurred by by, or asserted against any such the Indemnitee as a result of Administrative Agent and each Lender being a party to this Agreement or otherwise in connection with or arising out this Agreement, any of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party other Loan Documents or any of their respective Affiliatesthe transactions contemplated hereby or thereby; provided that, (A) in the absence of a conflict of interest, the Loan Parties shall only be required to pay the fees and expenses of one law firm for Administrative Agent and the Lenders (in addition to the expenses of local and special counsel for Administrative Agent and the Lenders) and (B) the Loan Parties shall have no obligation to an Indemnitee hereunder with respect to liabilities arising from the gross negligence, willful misconduct of, or breach of any Loan Document by, that Indemnitee, in each such case as determined by a final non appealable judgment of a court of competent jurisdiction. To the fullest extent permitted by Applicable Law, Borrower shall not assert, and hereby waives, any such Indemnitee or claim against any of its directors, security holders or creditors or any such Indemnitee, directoron any theory of liability, security holder or creditor is a party thereto, whether directfor special, indirect, consequential or consequential and whether based on any federalpunitive damages (as opposed to direct or actual damages) arising out of, state or local law or other statutory regulation, securities or commercial law or regulationin connection with, or under common law or in equityas a result of, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan DocumentDocument or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Secured Obligation, any Loan or Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds thereof. No Indemnitee referred to in this paragraph shall be liable for any damages arising from the use by unintended recipients of the Loans any information or Letters of Credit other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with any investigation of any potential matter covered this Agreement or the other Loan Documents or the transactions contemplated hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or orderthereby. Without limiting the foregoing, “Indemnified Matters” include (i) This Subsection 9.1 and all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with indemnification provisions contained within any other matter under any Environmental Law, including Loan Document shall survive the Comprehensive Environmental Response, Compensation and Liability Act termination of 1980 (49 U.S.C. § 9601 et seqthis Agreement.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.

Indemnities. (a) The Borrower agrees Borrowers agree to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any the Disclosure Document, any Related DocumentDocuments, the Transactions Term Loan Notes or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Term Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Borrowers shall not have any liability obligation under this Section 11.4 10.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted caused by or resulting primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all liabilities and costs arising under any Environmental Liabilities and Costs arising from Law relating to or connected with the past, present or future operations of the Administrative Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, Contaminants; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Administrative Borrower or any of its Subsidiaries, ; (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) as amended and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest attributable to the Borrower gross negligence or any of its Subsidiaries and (y) attributable solely to acts willful action of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such the Administrative Agent, such Lender Lender. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.4 applies, such Issuerindemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, any of its directors, securityholders or creditors, an Indemnitee or any other person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated; provided that to the extent no conflict exists, the Loan Parties shall only be obligated to reimburse fees and expenses of one legal counsel for all Indemnified Persons in each relevant jurisdiction.

Indemnities. (a) The Borrower agrees Whether or not the transactions contemplated hereby shall be consummated, the Obligors agree to indemnify defend, indemnify, pay and hold harmless the Administrative Board, the Agent, the Collateral Agent, each Arrangerthe Govco Administrative Agent, each Lender the Lenders, the Loan Administrator and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the officers, directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, agents and advisors of or to any of (collectively called the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”"Indemnitees") from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements and expenses, joint or several, of any kind or nature whatsoever (including without limitation the reasonable feesfees and disbursements of counsel for such Indemnitees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party theretobut excluding Taxes), whether direct, indirect, indirect or consequential and whether based on any federal, state or local law foreign laws, statutes, rules or other statutory regulationregulations (including without limitation securities and commercial laws, securities statutes and rules or commercial law or regulationregulations), or under on common law or in equityequitable cause or on contract or otherwise, that may be imposed on, incurred by, or on contract, tort or otherwiseasserted against any such Indemnitee, in any manner relating to or arising out of this Agreement, any the other Loan DocumentDocuments or the transactions contemplated hereby or thereby (including, any Secured Obligationwithout limitation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans Loan) or Letters of Credit any breach or in connection with any investigation default by the Obligors of any potential matter covered hereby provision of the Loan Documents (collectively, collectively called the “"Indemnified Matters”Liabilities"); provided, however, provided that the Borrower Obligors shall not have any liability under this Section 11.4 obligation to an any Indemnitee hereunder with respect to any Indemnified Matter Liabilities to the extent it that has resulted primarily such Indemnified Liabilities arise (i) from the bad faith, gross negligence or willful misconduct of that IndemniteeIndemnitee (as actually and finally determined by a final and non-appealable judgment of a court of competent jurisdiction) and only to the extent that such Indemnified Liabilities constitute direct (as opposed to special, as indirect, punitive or consequential) damages or (ii) constitute ordinary and usual operating or overhead expenses of an Indemnitee (excluding, without limitation, costs and expenses of any outside counsel, consultant or agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each of the Obligors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Obligor or any of its security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction in a final non-appealable judgment to have resulted primarily from such Indemnitee's gross negligence or orderwillful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). Without limiting limitation of the generality of the foregoing, “Indemnified Matters” include each Indemnitee (i) all Environmental Liabilities may consult with legal counsel, independent public accountants and Costs arising from or connected with the past, present or future operations of the Borrower other experts selected by it and shall not be liable to any Obligor or any of its Subsidiaries involving security holders or creditors for any property subject action taken or omitted to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release be taken in good faith by it in accordance with the advice of Contaminants on, upon or into such property or any contiguous real estate, experts and (ii) any costs shall incur no liability under or liabilities incurred in connection with any Remedial Action concerning respect to this Agreement, the Borrower Notes or any of its Subsidiariesother Loan Document by acting upon any notice, consent, certificate or other instrument or writing (iiiwhich may be by telegram, facsimile transmission, cable or telex) any costs believed by it to be genuine and signed or liabilities incurred sent by the proper party or parties. The agreements in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including this Section 9.4 shall survive the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property termination of the Borrower or any other provisions of its Subsidiaries by virtue this Agreement and the other Loan Documents and, in the case of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender shall survive the resignation or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts removal of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerAgent hereunder.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral each Agent, each Arranger, each Lender and Lender, each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III Section 4 (Conditions To Loans And Letters Of CreditPrecedent)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Revolving Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 10.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemniteesuch Indemnitee or the breach by such Indemnitee of its obligations under this Agreement, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.

Indemnities. (a) The Each Borrower agrees to indemnify and indemnify, hold harmless and defend the Administrative Agent, the Collateral Agenteach Lender, each Arranger, each Lender and each Issuer Person (including each Person obligated on other than the Borrowers) that is a party to a Secured Hedging Contract if such Person was a LenderAgreement, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured Obligation, any Letter of CreditRelated Document, any Disclosure Document, any Related DocumentObligation (or the repayment thereof), the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan, any Related Transaction, or any securities filing of, or with respect to, any Borrower, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Loans Seller, any Borrower or Letters any Affiliate of Credit or any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any Electronic Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the each Borrower shall not have any liability under this Section 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent it that otherwise liable), to the extent such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of that any Indemnitee. Furthermore, each Borrower waives and agrees not to assert against any Indemnitee, as determined by a court and shall cause each other Borrower to waive and not assert against any Indemnitee, any right of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, contribution with respect to any such matterLiabilities that may be imposed on, such Indemnitee is a mortgagee pursuant to incurred by or asserted against any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerRelated Person.

Indemnities. (a) The Borrower Company agrees to to, and shall cause each other Loan Party to, indemnify and hold harmless the Administrative Agent, the Collateral each Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of CreditIX) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Payment Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Company shall not have any liability under this Section 11.4 14.17 to an Indemnitee with respect to any Indemnified Matter to the extent it that such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower Company or any of its Subsidiaries involving any property subject to a Collateral Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Lien Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or at the direction of the Administrative Agent, any Lender Lender, or any Issuer Agent or any Lender having become the successor in interest to the Borrower Company or any of its Subsidiaries and (y) to the extent attributable solely to acts of the Administrative Agent, the Collateral AgentAgents, such Lender or such Issuer or any agent on behalf of such Agent, such Lender Agent or such IssuerLender.

Indemnities. (a) The Borrower agrees Parent and the Applicants jointly and severally agree to and hereby do indemnify and hold harmless the Administrative Agent, the Collateral Agent, each ArrangerArrangers, each Lender Bookrunners, Syndication Agents, Issuers and each Issuer Participants (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contracttogether with their respective Affiliates (and controlling persons) and each of their the respective Affiliatesofficers, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors members (and successors and assigns) of or to any each of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (foregoing, each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable reasonable, documented and customary fees, disbursements and expenses of financial and legal advisors to any such Indemnitee, provided that legal advisors shall be limited to the reasonable and documented fees, disbursements and expenses of (x) one firm of counsel for all Agents, Participants and Issuers, (y) one firm of local counsel in each relevant jurisdiction, and (z) in the case of an actual or perceived conflict of interest where the person affected by such conflict retains its own counsel, of another firm of counsel for such affected person in each relevant jurisdiction) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such investigation, litigation or proceeding Indemnitee is brought a party thereto and regardless of whether such matter is initiated by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee by the Applicants or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party theretoAffiliates, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Credit Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions Business Combination or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Applicants shall not have any liability obligation under this Section 11.4 to an Indemnitee with respect to (i) any Indemnified Matter to the extent it that has resulted primarily caused by or resulting from the gross negligence, bad faith, gross negligence faith or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or orderorder or order of an arbitral tribunal, (ii) a material breach of the Credit Documents by such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order or order of an arbitral tribunal and (iii) any action brought by one Indemnitee against another Indemnitee (except in its capacity as an Agent) which does not involve an act or omission by the Parent or any of its Affiliates or (iv) any settlement entered into by such Indemnitee without the Parent’s written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided that the foregoing indemnity will apply to any such settlement in the event that the Parent was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to so assume; provided, further, that if there is a final and non-appealable judgment by a court of competent jurisdiction, the Parent agrees to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section 11.4. Without limiting the foregoing, but subject to the express limitations of the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower Parent, the Applicants, or any of its their respective Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower Parent, the Applicants, or any of its their respective Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower Parent or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower Parent or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure (or deed in lieu thereof) by the Administrative Agent, any Participant or any Issuer, or the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender Participant or any Issuer having become the successor in interest to the Borrower Parent, the Applicants, or any of its their respective Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender Participant or such Issuer or any agent on behalf of such the Administrative Agent, such Lender Participant or such Issuer. This Section 11.4(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Indemnities. (a) The Borrower agrees Parent and the Borrowers jointly and severally agree to and hereby do indemnify and hold harmless the each Administrative Agent, the Collateral Agent, each ArrangerArrangers, each Issuers, and Lender (together with their respective Affiliates (and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contractcontrolling persons) and each of their the respective Affiliatesofficers, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors members (and successors and assigns) of or to any each of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (foregoing, each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable reasonable, documented and customary fees, disbursements and expenses of financial and legal advisors to any such Indemnitee, provided that legal advisors shall be limited to the reasonable and documented fees, disbursements and expenses of (x) one firm of counsel for each Agent, one firm of counsel for the Term Lenders and one firm of counsel for the Issuers, (y) one firm of local counsel in each relevant jurisdiction, and (z) in the case of an actual or perceived conflict of interest where the person affected by such conflict retains its own counsel, of another firm of counsel for such affected person in each relevant jurisdiction) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such investigation, litigation or proceeding Indemnitee is brought a party thereto and regardless of whether such matter is initiated by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee by the Borrowers or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party theretoAffiliates, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Borrowers shall not have any liability obligation under this Section 11.4 to an Indemnitee with respect to (i) any Indemnified Matter to the extent it that has resulted primarily caused by or resulting from the gross negligence, bad faith, gross negligence faith or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or orderorder or order of an arbitral tribunal, (ii) a material breach of the Loan Documents by such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order or order of an arbitral tribunal and (iii) any action brought by one Indemnitee against another Indemnitee (except in its capacity as an Agent) which does not involve an act or omission by the Parent or any of its Affiliates or (iv) any settlement entered into by such Indemnitee without the Parent’s written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided that the foregoing indemnity will apply to any such settlement in the event that the Parent was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to so assume; provided, further, that if there is a final and non-appealable judgment by a court of competent jurisdiction, the Parent agrees to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section 11.4. Without limiting the foregoing, but subject to the express limitations of the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower Parent, the Borrowers, or any of its their respective Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower Parent, the Borrowers, or any of its their respective Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower Parent or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower Parent or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure (or deed in lieu thereof) by the any Administrative Agent, the Collateral Agent, any Lender or any Issuer, or any Administrative Agent, the Administrative Collateral Agent, any Lender or any Issuer having become the successor in interest to the Borrower Parent, the Borrowers, or any of its their respective Subsidiaries and (y) attributable solely to acts of the such Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Administrative Agent, such Lender or such Issuer. This Section 11.4(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless Notwithstanding any provisions in the Administrative AgentNote or Mortgage or any other instrument evidencing, the Collateral Agentsecuring, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent guaranteeing or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained executed in connection with the satisfaction Loan (collectively the "Loan Documents") limiting or attempted satisfaction of any condition set forth negating Indemnitor’s personal liability, Indemnitor agrees to unconditionally and absolutely indemnify and hold Mortgagee (as defined in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) Section 12 hereof), its officers, directors, policyholders, employees, agents and attorneys harmless from and against any and all claimsloss, damagescost, liabilitiesliability, obligationsdamage, lossesclaim or expense, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable attorneys’ fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, suffered or incurred by or asserted against any such Indemnitee Mortgagee in connection with or arising out of the Mortgaged Property at any investigation, litigation or proceedingtime, whether before, during or not such investigationafter enforcement of Mortgagee’s rights and remedies upon default under the Loan Documents, litigation under or proceeding is brought by the Borrower, the Acquired Business, the Selleron account of, or as a third party or any result of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all any Environmental Liabilities and Costs arising from or connected with the pastLaws, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estateas that term is defined in Section 13 hereof, (ii) any costs presence, release, or liabilities incurred threat of release of Hazardous Materials, as defined in connection with any Remedial Action concerning Section 13 hereof, at, upon, under or within the Borrower or any of its SubsidiariesMortgaged Property, (iii) any costs the presence Loan No. 526436:11 of asbestos or liabilities incurred asbestos-containing materials, PCB’s, radon gas, urea formaldehyde foam insulation or lead (whether in connection with any Environmental Lien and paint, water, soil, or plaster) at the Mortgaged Property, (iv) any costs breach of the covenants and warranties made in Section 2 hereof or liabilities incurred in connection with Paragraph 39 of the Mortgage, (v) the falsity of any other matter under any Environmental Lawof the representations made in Section 2 hereof or in Paragraph 39 of the Mortgage, including whether or not caused by Indemnitor or (vi) the Comprehensive Environmental Responsefailure of Indemnitor to duly perform the obligations or actions set forth in Section 2 hereof and in Paragraph 39 of the Mortgage, Compensation and Liability Act including, without limitation, for all parts of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whetherthis subsection 1(a), with respect to to: (A) the imposition by any such mattergovernmental authority of any lien upon the Mortgaged Property, such Indemnitee is a mortgagee pursuant to any leasehold mortgage(B) clean-up costs, a mortgagee in possession, the successor in interest (C) liability for personal injury or property damage or damage to the Borrower or environment, (D) any of its Subsidiaries, or diminution in the owner, lessee or operator of any property value of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) Mortgaged Property and (ivE) abovefines, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries penalties and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuerpunitive damages.

Indemnities. (a) The Borrower Fund agrees to indemnify indemnify, defend and hold harmless Distributor, its officers and directors and any person who controls Distributor within the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate meaning of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any Section 15 of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction Securities Act of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) 1933, free and harmless from and against any and all claims, damagesdemands, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements liabilities and expenses, joint or several, of any kind or nature expenses (including reasonable feesthe cost of investigating or defending such claims, disbursements demands or liabilities and expenses of financial any counsel fees incurred in connection therewith) which Distributor, its officers and legal advisors to directors or any such Indemnitee) that controlling person may be imposed onincur under the Securities Act of 1933, incurred by or asserted against under the common law or otherwise, arising out of or based upon any such Indemnitee alleged untrue statement of a material fact contained in connection with the Fund's Registration Statement or Prospectus or arising out of or based upon any investigation, litigation alleged omission to state a material fact required to be stated in either thereof or proceeding, whether or necessary to make the statements in either thereof not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”)misleading; providedproviding, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter indemnity, to the extent that it that has resulted primarily from might require indemnity of any person who is an officer or director or controlling person of Distributor and who is also a director or officer of the bad faithFund, gross negligence shall not inure to the benefit of such officer or willful misconduct of that Indemnitee, as determined by director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in a final non-appealable judgment the Securities Act of 1933; and further provided, that in no event shall anything herein contained be so construed as to protect Distributor (or orderits officers and directors or any controlling persons) against any liability to the Fund or its security holders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. Without limiting The Fund's agreement to indemnify Distributor, its officers and directors and any such controlling person as aforesaid is expressly conditioned upon its being notified of any action brought against Distributor, its officers and directors or any such controlling person, such notification to be given by letter or telegram addressed to the foregoingFund at its principal office in Omaha, “Indemnified Matters” include Nebraska, and sent to it by the person against whom such action is brought, within ten (i10) all Environmental Liabilities and Costs arising days after the summons or other legal process shall have been served. The failure to so notify the Fund of any such action shall not relieve it from any liability which it may have to the person against whom such action is brought by reason of any such alleged untrue statement or connected with the past, present or future operations omission otherwise than on account of the Borrower indemnity contained in this paragraph. The Fund will be entitled, at its election, to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by Distributor. In the event the Fund does elect to assume the defense of any such suit and retain counsel of good standing approved by the Distributor, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case Distributor does not approve of counsel chosen by the Fund, the Fund will reimburse Distributor, its officers and directors, or the controlling person named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by Distributor or them. This indemnity will inure exclusively to Distributor's benefit, to the benefit of its successors, to the benefit of its officers and directors and their respective estates, and to the benefit of any controlling person and its successors. The Fund agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its Subsidiaries involving any property subject to a Collateral Document, officers or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred directors in connection with any Remedial Action concerning the Borrower or issue and sale of any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seqShares.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their its respective AffiliatesAffiliates (other than the Borrower and its Subsidiaries), and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representativesrepresentative, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To to Loans And and Letters Of of Credit)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, indirect or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability obligation under this Section 11.4 to an Indemnitee (i) with respect to any Indemnified Matter to the extent it that has resulted primarily caused by or resulting from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possessiontaxes (and amounts relating thereto), the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries indemnification for which shall be governed solely and exclusively by virtue of foreclosure, except, with respect to those matters referred to in clauses Section 2.12 (iTaxes), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agenteach Arranger, each Arrangerco-documentation agent, each bookrunner, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract that is a Loan Document if such Person was a Lender, Issuer, Agent Lender or an Affiliate of an Agent Issuer at the time of it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of CreditPrecedent) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, thereof or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from (A) the bad faith, gross negligence or willful misconduct of that Indemnitee or (B) a claim brought by the Borrower or any other Loan Party against such Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any Loan Document (other than any such claim brought against an Indemnitee acting in an agency capacity), in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries Group Member involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its SubsidiariesGroup Member, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its SubsidiariesGroup Member, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agenteither Arranger, any Lender or any Issuer, or the Administrative Agent, the Arrangers, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries Group Member and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless and defend the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related DocumentObligation (or the repayment thereof), the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans any Loan, or Letters any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of Credit any Group Member or any Affiliate of any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent it that otherwise liable), to the extent such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoingFurthermore, “Indemnified Matters” include (i) all Environmental Liabilities each of Holdings and Costs arising from or connected with the past, present or future operations of the Borrower or waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, contribution with respect to any such matterLiabilities that may be imposed on, such Indemnitee is a mortgagee pursuant to incurred by or asserted against any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerRelated Person.

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless and defend the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Obligation (or the repayment thereof), any related transaction, or any securities filing of, or with respect to, Borrower, any Borrower Party or the Projects, (ii) any commitment letter, proposal letter or term sheet with any Person and any contractual obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directorsRelated Persons, security any holders of securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any no liability under this Section 11.4 12.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent it that otherwise liable), to the extent such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoingFurthermore, “Indemnified Matters” include (i) all Environmental Liabilities Borrower and Costs arising from or connected with the past, present or future operations each Borrower Party waives and agrees not to assert against any Indemnitee any right of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, contribution with respect to any such matterLiabilities that may be imposed on, such Indemnitee is a mortgagee pursuant to incurred by or asserted against any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerRelated Person.

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each and defend Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) its Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, [any Secured ObligationAcquisition Document,] any Obligation (or the repayment thereof), any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans any Term Loan or Letters any securities filing of, or with respect to, any Credit Party, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of Borrower, any Credit Party or any Affiliate of any of them in connection with any investigation of the foregoing [and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions], (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including reasonable attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 12.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent it that otherwise liable), to the extent such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoingFurthermore, “Indemnified Matters” include (i) all Environmental Liabilities each of Borrower and Costs arising from or connected with the pasteach other Credit Party waives and agrees not to assert against any Indemnitee, present or future operations and shall cause each other Credit Party to waive and not assert against any Indemnitee, any right of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, contribution with respect to any such matterLiabilities that may be imposed on, such Indemnitee is a mortgagee pursuant to incurred by or asserted against any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerRelated Person.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Arranger, each Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) their respective affiliates and each of their the respective Affiliates, the directorspartners, officers, directors, employees, agents, trusteesadvisors, shareholdersattorneys and representatives of each (each, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”"INDEMNIFIED PARTY") from and against any and all claims, damages, liabilities, obligations, losses, penaltiesliabilities and expenses (including, actionswithout limitation, judgments, suits, costs, reasonable fees and disbursements and expensesof counsel), joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted or awarded against any such Indemnitee Indemnified Party (including, without limitation, in connection with or arising out of relating to any investigation, litigation or proceedingproceeding or the preparation of any defense in connection therewith), in each case arising out of or in connection with or by reason of any Loan Document, any Obligation, the NBC Affiliation Agreements, or any of the transactions contemplated thereby, or any actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability or expense 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. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the a Borrower, the Acquired Businessany of its directors, the Sellersecurityholders or creditors, an Indemnified Party or any other person, or an Indemnified Party is otherwise a third party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Loan Party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders securityholders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit for or in connection with the transactions contemplated hereby, except for direct damages (as opposed to special, indirect, consequential or punitive damages (including, without limitation, any investigation loss of any potential matter covered hereby (collectivelyprofits, the “Indemnified Matters”business or anticipated savings); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as ) determined by a court of competent jurisdiction in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or orderwillful misconduct. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, ; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, ; (iii) any costs or liabilities incurred in connection with any Environmental Lien and Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) CERCLA and applicable state property transfer laws, whether, with respect to any of such mattermatters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses CLAUSES (iI), (iiII), (iiiIII) and (ivIV) above, to the extent (x) incurred following (A) foreclosure by the Administrative Agent, the applicable Collateral Agent, any Lender Agent or any IssuerLender, or the Administrative Agent, applicable Collateral Agent or any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries Subsidiaries, and (yB) attributable solely to acts of the Administrative Agent, the applicable Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender the Administrative Agent or such IssuerLender.

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless and defend the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, the Environmental Indemnity Agreement, any Obligation (or the repayment thereof), any related transaction, or any securities filing of, or with respect to, Borrower, any Borrower Party or the Projects, (ii) any commitment letter, proposal letter or term sheet with any Person and any contractual obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directorsRelated Persons, security any holders of securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any no liability under this Section 11.4 12.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent it that otherwise liable), to the extent such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoingFurthermore, “Indemnified Matters” include (i) all Environmental Liabilities Borrower and Costs arising from or connected with the past, present or future operations each Borrower Party waives and agrees not to assert against any Indemnitee any right of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, contribution with respect to any such matterLiabilities that may be imposed on, such Indemnitee is a mortgagee pursuant to incurred by or asserted against any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.Related Person. LOAN AGREEMENT – Page 91[Heritage Wxxxx]

Indemnities. (a) The Borrower agrees to shall indemnify and hold harmless the Administrative AgentAgents, the Collateral FILO Agent, each ArrangerLender, each Lender Issuer and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors persons and other representatives and the successors and permitted assigns of or to any each of the foregoing (including those retained in connection with collectively the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “IndemniteeIndemnitees”) from and against any and all claimsliabilities, losses, damages, liabilitiesclaims, obligationsand reasonable, losses, penalties, actions, judgments, suits, costs, disbursements documented and expenses, joint or several, invoiced out-of-pocket fees and expenses (including Attorney Costs) of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to whatsoever which may at any such Indemnitee) that may time be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner way relating to or arising out of this Agreementor in connection with (but limited, in the case of Attorney Costs, to the reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges of a single firm of counsel to all Indemnitees taken as a whole and, if necessary, a single firm of local counsel for all Indemnitees taken as a whole in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions), and solely in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower and thereafter retains its own counsel, one additional firm of counsel for each group of affected Indemnitees similarly situated taken as a whole) (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Revolving Credit Commitment, Loan Document, any Secured Obligation, any or Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, Credit or the use or intended proposed use of the proceeds of the Loans or Letters therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liabilities, in each case arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any potential matter covered hereby pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified MattersLiabilities”); providedprovided that such indemnity shall not, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect as to any Indemnified Matter Indemnitee, be available to the extent it that has such liabilities, losses, damages, claims, costs, expenses or disbursements resulted primarily from (A) (x) the gross negligence, bad faith, gross negligence faith or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower Related Indemnified Person or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts a breach of the Administrative Agent, the Collateral Agent, any obligations under any Loan Document by such Lender Indemnitee or such Issuer or of any agent on behalf of such Agent, such Lender or such Issuer.Related Indemnified Person,

Indemnities. (ae) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral each Agent, each Arranger, each Lender and each Lender, Issuer (including each Person obligated on a Secured Hedging Contract that is a Loan Document if such Person was a Lender, Issuer, Agent Lender or an Affiliate of an Agent Issuer at the time of it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III V (Conditions To to Loans And and Letters Of of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party Borrower or any of their respective Affiliates, its Subsidiaries or any such Indemnitee or any of its their respective directors, security holders or creditors or the Borrower or any such Subsidiary, Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 13.11 to an Indemnitee (i) with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to a dispute among Indemnitee (other than a claim against any Agent or its affiliates solely in its capacity as Agent, except to the extent such claim is found by a final non-appealable judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such Lead Arranger or affiliate, as applicable); or (iii) arising from a material breach of the obligations of an Indemnitee under this Agreement as determined by a final, non-appealable judgment of a court of competent jurisdiction. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estatemigrating from such property, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien on Real Property or any asset owned or leased by the Borrower or any of its Subsidiaries and (iv) any costs or liabilities concerning the Borrower or any of its Subsidiaries, including their operations and owned or leased Real Property, incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral any Agent, any Lender or any Issuer, or the Administrative any Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts or omissions of the Administrative Agent, the Collateral any Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerIssuer or any other Indemnitee.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative each Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract that is a Loan Document if such Person was a Lender, Issuer, Agent Lender or an Affiliate of an Agent Issuer at the time of it entered into such Secured Hedging Contract) and each of their respective Affiliates, and 121 each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To to Loans And and Letters Of of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 9.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants Hazardous Substances on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such the Administrative Agent, such Lender or such Issuer.

Indemnities. (a) The Borrower agrees Borrowers agree to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representativesrepresentative, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any the Disclosure Document, any Related Document, the Transactions Revolving Credit Notes or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Borrowers shall not have any liability obligation under this Section 11.4 10.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily caused by or resulting from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities environmental liabilities and Costs costs arising from or connected with the past, present or future operations of the Administrative Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, Contaminants; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Administrative Borrower or any of its Subsidiaries, ; (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such the Administrative Agent, such Lender or such Issuer. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, any of its directors, securityholders or creditors, an Indemnitee or any other person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

Indemnities. (a) The U.S. Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Syndication Agent, each Arrangerthe Arrangers, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representativesrepresentative, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To to Loans And and Letters Of of Credit)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the U.S. Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors creditors, an Indemnitee or any other Person or whether or not any such Indemnitee, director, security holder or creditor Indemnitee is a party theretothereto and whether or not the transactions contemplated hereby are consummated, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions Indenture or the Senior Secured Notes or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the U.S. Borrower shall not have any liability obligation under this Section 11.4 12.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily caused by or resulting from the bad faithgross negligence, gross negligence willful misconduct or willful misconduct breach of the Loan Documents of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the U.S. Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the any U.S. Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the U.S. Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the U.S. Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the U.S. Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such the Administrative Agent, such Lender or such Issuer.

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless the Administrative Agent, the Collateral Agent, and defend each Arranger, Agent and each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured Obligation, any Letter of CreditRelated Document, any Disclosure Document, any Related DocumentObligation (or the repayment thereof), the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan, any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Loans Parent, any Group Member or Letters any Affiliate of Credit or any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an any Indemnitee (x) with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent it that otherwise liable), to the extent such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or orderorder or (y) with respect to taxes, which shall be governed by Section 2.17. Without limiting the foregoingFurthermore, “Indemnified Matters” include (i) all Environmental Liabilities each of Holdings and Costs arising from or connected with the past, present or future operations of the Borrower or waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, contribution with respect to any such matterLiabilities that may be imposed on, such Indemnitee is a mortgagee pursuant to incurred by or asserted against any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.Related Person. 77 SECOND LIEN CREDIT AGREEMENT DANKA OFFICE IMAGING

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract that is a Loan Document if such Person was a Lender, Issuer, Agent Lender or an Affiliate of an Agent Issuer at the time of it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To to Loans And and Letters Of of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries Group Member involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its SubsidiariesGroup Member, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its SubsidiariesGroup Member, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agenteither Arranger, any Lender or any Issuer, or the Administrative Agent, the Arrangers, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries Group Member and (y) attributable solely to acts of the Administrative Agent, the Collateral Agentsuch Arranger, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such AgentArranger, such Lender or such Issuer.

Indemnities. To the fullest extent permitted by law, Tenant will, at Tenant’s sole cost and expense, Indemnify Landlord Parties against all Claims arising from (az) The Borrower agrees to indemnify and hold harmless the Administrative Agentany Personal Injury, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent Bodily Injury or an Affiliate of an Agent Property Damage whatsoever occurring in or at the time it entered into such Secured Hedging ContractPremises; (ii) any Bodily Injury to an employee of a Tenant Party arising out of and each in the course of their respective Affiliatesemployment of the employee and occurring anywhere in the Project; (iii) the use or occupancy, or manner of use or occupancy, or conduct or management of the directorsPremises or of any business therein; (iv) any act, officerserror, employeesomission, agentsnegligence, trusteesor willful misconduct of any of Tenant Parties in, shareholderson or about the Premises or the Project; (v) the conduct of Tenant’s business; (vi) any alterations, controlling personsactivities, memberswork or things done, representativesomitted, attorneyspermitted or allowed by Tenant Parties in, consultantsat or about the Premises or Project, advisors including the violation of or failure to comply with, or the alleged violation of or alleged failure to comply with, Environmental Laws, Disabilities Acts or any other applicable laws, statutes, ordinances, standards, rules, regulations, orders, or judgments in existence on the date of the foregoing Lease or enacted, promulgated or issued after the date of this Lease; (including those retained vii) any breach or default by Tenant in the full and prompt payment of any amount due under this Lease, any breach, violation or nonperformance of any term, condition, covenant or other obligation of Tenant under Section Two Page 22 Landlord Initials: /s/ ONB Tenant Initials: /s/ JH this Lease, or any misrepresentation made by Tenant or any guarantor of Tenant’s obligations in connection with the satisfaction or attempted satisfaction this Lease; (viii) all damages sustained by Landlord as a result of any condition set forth holdover by Tenant or any Tenant party in Article III the Premises including, but not limited to, any claims by another lessee resulting from a delay by Landlord in delivering possession of the Premises to such lessee; (Conditions To Loans And Letters Of Creditix) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint liens or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or encumbrances arising out of any investigation, litigation work performed or proceeding, whether materials furnished by or not such investigation, litigation for Tenant; or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law (x) commissions or other statutory regulation, securities compensation or commercial law charges claimed by any real estate broker or regulation, or under common law or agent [other than the Broker(s) specified in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whetherBasic Lease Provisions], with respect to any such matterthis Lease by, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiariesthrough, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuerunder Tenant.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, or a material breach in bad faith by such Indemnitee of its obligations hereunder or under any other Loan Document, in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower Holdings or any of its Subsidiaries involving any property subject to a Collateral Documentof its Real Property or personal property, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower Holdings or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower Holdings or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower Holdings or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such the Administrative Agent, such Lender or such Issuer.

Indemnities. (a) The Borrower agrees to shall indemnify and hold harmless the Administrative AgentAgents, each Lender, each Issuer, the Collateral Agent, each Arranger, each Lender Arrangers and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trusteespartners, shareholders, controlling persons, members, representatives, attorneys, consultants, trustees or advisors of or to any of and other representatives (collectively the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “IndemniteeIndemnitees”) from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements and expenses, joint or several, (including Attorney Costs) of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to whatsoever which may at any such Indemnitee) that may time be imposed on, incurred by or asserted against any such Indemnitee in connection with any way relating to or arising out of or in connection with (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Revolving Credit Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any Related Indemnified Person, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under the Revolving Facility or the FILO Facility and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrowerany Loan Party, the Acquired Businessits directors, the Seller, stockholders or a third party creditors or any of their respective Affiliates, any such an Indemnitee or any of its directorsother Person, security holders whether or creditors or not any such Indemnitee, director, security holder or creditor Indemnitee is otherwise a party thereto, whether direct, indirect, or consequential thereto and whether based on or not any federal, state or local law or other statutory regulation, securities or commercial law or regulation, of the transactions contemplated hereunder or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any the other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability Documents is consummated. All amounts due under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to 12.4 shall be paid within twenty (20) Business Days after written demand therefor. The agreements in this Section 12.4 shall survive the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts resignation of the Administrative Agent, the Collateral Agent, such the Swing Loan Lender or such Issuer any Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or any agent on behalf discharge of such Agentall the other Obligations. This Section 12.4 shall not apply to Taxes, such Lender which shall be governed by Section 3.1. This Section 12.4 also shall not apply to Other Taxes or such Issuerto Taxes covered by Section 3.4.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Arrangers, the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representativesrepresentative, attorneys, consultants, consultants and 101 advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition of the conditions set forth in Article III (Conditions To Loans And Letters Of CreditIII) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, fees and disbursements and expenses of financial and legal advisors counsel to any such Indemnitee) that which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any liability obligation under this Section 11.4 13.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily caused by or resulting from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower Group or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, ; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower Group or any of its Subsidiaries, ; (iii) any costs or liabilities incurred in connection with any Environmental Lien and Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) CERCLA and applicable state property transfer laws, whether, with respect to any of such mattermatters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower Group or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower Group or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower Group or any of its Subsidiaries Subsidiaries, and (yB) attributable solely to acts of the Administrative AgentArrangers, the Collateral Administrative Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender the Administrative Agent or such IssuerLender.

Indemnities. (a) The Borrower agrees to Lessee shall upon notice by Lessor indemnify in full and hold harmless the Administrative Agentharmless, the Collateral AgentLessor, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, its officers, employees, agents, trusteesadvisors, shareholdersconsultants and legal counsel and Lessor’s successors and assigns, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “IndemniteeIndemnified Person”) from and against any and all claimsclaims (whether or not successful, compromised or settled), actions, liabilities, demands, proceedings or judgments which may be instituted, made, threatened, alleged, asserted or established (each a “Claim”) in any jurisdiction against or otherwise involving an Indemnified Person and from all losses, costs, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint charges or several, of any kind or nature out-of-pocket expenses (including reasonable fees, disbursements and documented fees and expenses of financial outside counsel; provided that all documentation shall be subject to redaction for privilege, confidentiality and legal advisors similar purposes) (each an “Expense”) which an Indemnified Person suffers or incurs from time to time (including all Expenses reasonably incurred in disputing any such Indemnitee) that may Claim and/or in establishing a right to be imposed on, incurred by or asserted against indemnified pursuant to this clause 12 and/or in seeking advice regarding any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law Claim or in equity, or on contract, tort or otherwise, in any manner relating way related to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with this indemnity), in any investigation such case arising out of Lessee’s performance herewith or under any potential matter covered hereby (collectivelyOperative Document, including, without limitation, the “Indemnified Matters”)purchase, ownership, delivery, lease, possession, maintenance, condition, operation or other use or return of the Equipment, the operation of Lessee’s business, or any Tax Obligations; provided, however, provided that the Borrower Lessee shall not have any liability under this Section 11.4 be required to an Indemnitee with respect to indemnify any Indemnified Matter Person pursuant to this clause 14 if, but only to the extent that, it is determined by final order of a court of competent jurisdiction that has resulted primarily from such Claims and Expenses were the bad faithresult of such Indemnified Person’s breach of this Agreement, gross negligence or willful misconduct misconduct. For the sake of that Indemniteeclarity and except as otherwise expressly stated herein, as determined it is the intention of Lessee under this clause 12 to indemnify the Indemnified Persons from all Claims brought by a court Lessee, any successor in interest of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower Lessee or any Person, whether acting on its own behalf or acting on behalf of its Subsidiaries involving any property subject to a Collateral DocumentLessee, or damage asserting a Claim through Lessee against an Indemnified Person and all Expenses related thereto. Unless otherwise agreed, Lessee will be the party directly responsible for calculating, filing and/or otherwise reporting, and paying any and all Tax Obligations indemnified under this clause 12 (but only to real the extent such indemnified Tax Obligations are or personal property should with reasonable care be known to Lessee or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to which Lessor has notified Lessee in writing) in a timely manner that is compliant with all applicable tax laws and rules including but not limited to any such matterand all tax or tax related returns, such Indemnitee reports, self assessments, renditions or other documents required or associated with any taxes that may be due pursuant to this Agreement and any Lease, any transactions and/or any payments associated with or contemplated hereby. For the avoidance of doubt, nothing in this paragraph shall affect Lessee’s obligation to indemnify Lessor pursuant to the first paragraph of this clause 12. Lessee shall provide any exemption certificate or other documentation necessary to demonstrate that no tax is due or that said tax has been paid to the Lessor’s notice address set forth in clause 19 within fifteen (15) days of receiving a request from Lessor for same. Lessor is a mortgagee “United States person” (as defined in Section 7701(2)(30) of the Internal Revenue Code) and it shall deliver to Lessee two original copies of Internal Revenue Service Form W-9 properly completed and duly executed by such Lessor, certifying that such Lessor is not subject to U.S. back-up withholding pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property Section 3406 of the Borrower or any of its Subsidiaries Internal Revenue Code and providing such other information as is required by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerForm W-9.

Indemnities. (a) The Borrower agrees Borrowers agree to indemnify and hold harmless the Administrative AgentAgents, the Collateral Agent, each ArrangerArrangers, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state state, provincial or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Borrowers shall not have any liability obligation under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily caused by or resulting from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower Holdings or any of its Subsidiaries 133 Table of Contents involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower Holdings or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower Holdings or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower Holdings or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower Holdings or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such the Administrative Agent, such Lender or such Issuer.

Indemnities. (a) The Borrower agrees to shall indemnify and hold harmless the Administrative AgentAgents, each Lender, each Issuer, the Collateral Agent, each Arranger, each Lender Arrangers and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trusteespartners, shareholders, controlling persons, members, representatives, attorneys, consultants, trustees or advisors of or to any of and other representatives (collectively the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “IndemniteeIndemnitees”) from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements and expenses, joint or several, (including Attorney Costs) of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to whatsoever which may at any such Indemnitee) that may time be imposed on, incurred by or asserted against any such Indemnitee in connection with any way relating to or arising out of or in connection with (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Revolving Credit Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any Related Indemnified Person, in each case as determined by a final, non- appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under the Facility and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrowerany Loan Party, the Acquired Businessits directors, the Seller, stockholders or a third party creditors or any of their respective Affiliates, any such an Indemnitee or any of its directorsother Person, security holders whether or creditors or not any such Indemnitee, director, security holder or creditor Indemnitee is otherwise a party thereto, whether direct, indirect, or consequential thereto and whether based on or not any federal, state or local law or other statutory regulation, securities or commercial law or regulation, of the transactions contemplated hereunder or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any the other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability Documents is consummated. All amounts due under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to 12.4 shall be paid within twenty (20) Business Days after written demand therefor. The agreements in this Section 12.4 shall survive the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts resignation of the Administrative Agent, the Collateral Agent, such the Swing Loan Lender or such Issuer any Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or any agent on behalf discharge of such Agentall the other Obligations. This Section 12.4 shall not apply to Taxes, such Lender which shall be governed by Section 3.1. This Section 12.4 also shall not apply to Other Taxes or such Issuerto Taxes covered by Section 3.4.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract that is a Loan Document if such Person was a Lender, Issuer, Agent Lender or an Affiliate of an Agent Issuer at the time of it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation CERCLA and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) RCRA and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such the Administrative Agent, such Lender or such Issuer.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, the Arranger and each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract that is a Loan Document if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of CreditLoans) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any 2ND LIEN CREDIT AGREEMENT KNOLOGY, INC. such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, an Affiliate of the Acquired Business, the Seller, or a third party or any of their respective AffiliatesBorrower, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related First Lien Loan Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Term Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender Agent or any IssuerLender, or the Administrative Agent, Agent or any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, Agent or such Lender or such Issuer or any agent on behalf of such Agent, such Lender Agent or such IssuerLender.

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless and defend the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) its Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions Document or any actObligation (or the repayment thereof), claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan, (ii) any actual or prospective investigation, litigation or other proceeding relating to any of the Loans matters described in clause (i) of this Section 8.4, whether or Letters not brought by any such Indemnitee or any of Credit its Related Persons, any holders of Securities or creditors (and including reasonable attorneys’ fees in connection with any investigation case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iii) any potential matter covered hereby other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 8.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter (to the extent it that such Indemnitee would otherwise be liable) other than, to the extent such liability has resulted primarily solely from the bad faith, gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoingFurthermore, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or waives and agrees not to assert against any Indemnitee any right of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, contribution with respect to any such matterLiabilities that may be imposed on, such Indemnitee is a mortgagee pursuant to incurred by or asserted against any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerRelated Person.

Indemnities. (a) The Lender agrees to indemnify and hold harmless the Borrower and its directors, officers, employees, agents, advisors and legal counsel, and their respective Associates and Affiliates, from and against any and all loss, liability, claim, damage and expense whatsoever including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, administrative proceeding or investigation commenced or threatened or any claim whatsoever arising out of or based upon any representation or warranty of the Lender contained herein or in any document furnished by the Lender to the Borrower in connection herewith being untrue in any material respect or any breach or failure by the Lender to comply with any covenant, acknowledgement or agreement made by the Lender herein or in any document furnished by the Lender to the Borrower in connection herewith. The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the its directors, officers, employees, agents, trusteesadvisors and legal counsel, shareholdersand their respective Associates and Affiliates, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) from and against any and all claimsloss, damagesliability, liabilitiesclaim, obligationsdamage and expense whatsoever including, lossesbut not limited to, penalties, actions, judgments, suits, costs, disbursements any and expenses, joint or several, of any kind or nature (including reasonable all fees, disbursements costs and expenses of financial and legal advisors to any such Indemnitee) that may be imposed onwhatsoever reasonably incurred in investigating, incurred by preparing or asserted defending against any such Indemnitee in connection with litigation, administrative proceeding or investigation commenced or threatened or any claim whatsoever arising out of or based upon any investigation, litigation representation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations warranty of the Borrower contained herein or in any document furnished by the Borrower to the Lender in connection herewith being untrue in any material respect or any of its Subsidiaries involving breach or failure by the Borrower to comply with any property subject covenant, acknowledgement or agreement made by the Borrower herein or in any document furnished by the Borrower to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred the Lender in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seqherewith.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative each Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract that is a Loan Document if such Person was a Lender, Issuer, Agent Lender or an Affiliate of an Agent Issuer at the time of it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To to Loans And and Letters Of of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure DocumentCREDIT AGREEMENT AMKOR TECHNOLOGY, INC. any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 10.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such the Administrative Agent, such Lender or such Issuer.

Indemnities. (a) The Borrower agrees Borrowers agree to indemnify jointly and severally indemnify, hold harmless the and defend Administrative Agent, the Collateral Agenteach Lender, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) Counterparty and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured Obligation, any Letter of CreditRelated Document, any Disclosure Document, any Related DocumentObligation (or the repayment thereof), the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan, any transaction contemplated by a Related Document or any securities filing of, or with respect to, any Loan Party; provided, however, with respect to Liabilities arising from any Related Document, such Liabilities (A) shall be claimed by the Loans Indemnitee under such Related Document to the extent arising thereunder, and (B) shall be claimed without duplication of any indemnity provided under any Related Document, (ii) any commitment letter, proposal letter or Letters term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of Credit any Loan Party or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions in connection with any of the foregoing, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case of a single counsel and a single local counsel in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole, and, in the case of an actual or perceived conflict of interest, another firm of counsel for such affected Person), whether or not (A) any such Indemnitee, Related Person, holder or creditor is a party thereto and (B) any such claim, litigation, investigation or proceeding is brought by the Borrowers, their equity holders, their respective Affiliates, their respective creditors or any other Person, or is based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any potential matter covered hereby other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower Borrowers shall not have any liability under this Section 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent it that otherwise liable), to the extent such liability (A) has resulted primarily from the bad faith, gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, or (B) has resulted from a material breach in bad faith of this Agreement by such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoingFurthermore, “Indemnified Matters” include (i) all Environmental Liabilities each Loan Party waives and Costs arising from or connected with the pastagrees not to assert against any Indemnitee, present or future operations and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, contribution with respect to any such matterLiabilities that may be imposed on, such Indemnitee is a mortgagee pursuant to incurred by or asserted against any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerRelated Person.

Indemnities. (a) The Each Borrower agrees to indemnify and indemnify, hold harmless and defend the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related DocumentObligation (or the repayment thereof), the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans any Loan, or Letters any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of Credit any Group Member or any Affiliate of any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the no Borrower shall not have any liability under this Section 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent it that otherwise liable), to the extent such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoingFurthermore, “Indemnified Matters” include (i) all Environmental Liabilities each of Holdings and Costs arising from or connected with the pasteach Borrower waives and agrees not to assert against any Indemnitee, present or future operations and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, contribution with respect to any such matterLiabilities that may be imposed on, such Indemnitee is a mortgagee pursuant to incurred by or asserted against any leasehold mortgageRelated Person. THIRD AMENDED AND RESTATED CREDIT AGREEMENT RUSH ENTERPRISES, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerINC.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each ArrangerOther Representatives, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, representatives, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, members and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (nature, including reasonable and documented fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) Indemnitee that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of or relating to any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state state, provincial or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, agreement among Lenders and the Transactions Administrative Agent entered into in connection with this Agreement or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit Credit, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Borrower or of any Restricted Subsidiary or any of the property of Borrower of any Restricted Subsidiary or in connection with any investigation of any potential matter covered hereby (regardless of whether such claim, litigation, investigation or proceeding is brought by Borrower, Borrower’s equity holders or creditors, an Indemnitee or any other Person or entity, and whether any Indemnitee is party thereto) (in the case of fees and disbursements of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the event of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel in each appropriate jurisdiction for such affected Indemnitee) (collectively, the “Indemnified Matters”); provided, however, provided that the Borrower shall not have any liability obligation under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter relating to Taxes, fees and similar charges or caused by or resulting from (i) the extent it that has resulted primarily from the gross negligence, bad faith, gross negligence faith or willful misconduct of that Indemnitee (or any Related Party of such Indemnitee), as determined by a court of competent jurisdiction in a final non-appealable judgment, (ii) a material breach of the Loan Documents by such Indemnitee (or any Related Party of such Indemnitee), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable judgment or order. Without limiting (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve any Joint Lead Arranger or the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities Administrative Agent in its capacity as such and Costs claims arising from out of or connected in connection with the past, present or future operations by reason of the Borrower any act or omission of any Loan Party or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seqAffiliates.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.

Indemnities. (a) The Each Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral each Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representativesrepresentative, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition of the conditions set forth in Article III (Conditions To Loans And Letters Of CreditIII) (each such Person being an “"Indemnitee”") from and against any and all third party claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, fees and disbursements and expenses of financial and legal advisors counsel to any such Indemnitee) that which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of CreditCredit Guaranty, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, including, without limitation, any act by a bank pursuant to any Collection Account Agreement, or the use or intended use of the proceeds of the Loans or Letters of Credit related to Letter of Credit Guaranty or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the such Borrower shall not have any liability obligation under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily caused by or resulting from the bad faith, gross negligence or willful misconduct of that any Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower Borrowers or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, estate regardless of whether such releases are attributable to Borrower; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower Borrowers or any of its Subsidiariesreal property owned, operated or leased by Borrower; (iii) any costs or liabilities incurred in connection with any Environmental Lien and Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) CERCLA and applicable state property transfer laws, whether, with respect to any of such mattermatters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its SubsidiariesBorrower, or the owner, lessee or operator of any property of the any Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Administrative Agent, the Collateral Agent, any Agent or any Lender or any Issuer, Agent or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower such Borrower, or any of its Subsidiaries and (yB) attributable solely directly to acts or omissions of the Administrative Agent, the Collateral any Agent, such Lender or such Issuer or any agent on behalf of such Agent, the Administrative Agent or such Lender or to the extent any such IssuerPerson a "Person in Control" under any Environmental Law.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of CreditPrecedent)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions Obligation or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries Group Member involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its SubsidiariesGroup Member, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its SubsidiariesGroup Member, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral AgentArranger, any Lender or any IssuerLender, or the Administrative Agent, the Arranger, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries Group Member and (y) attributable solely to acts of the Administrative Agent, the Collateral AgentArranger, such Lender or such Issuer or any agent on behalf of such the Administrative Agent, such Lender the Arranger or such IssuerLender.

Indemnities. (a) The Borrower agrees to 8.1. To the extent permitted by law, the Company will indemnify and hold harmless the Administrative Agenteach Holder, the Collateral Agentofficers and directors of each Holder, each Arranger, each Lender any underwriter (as defined in the Securities Act) for such Holder and each Issuer (including each Person obligated on a Secured Hedging Contract person, if any, who controls such Person was a Lender, Issuer, Agent Holder or an Affiliate of an Agent at underwriter within the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any meaning of the foregoing (including those retained in connection with Securities Act or the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) from and 1934 Act, against any and all losses, claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, or liabilities (joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors ) to any such Indemnitee) that which they may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by become subject under the BorrowerSecurities Act, the Acquired Business, the Seller, or a third party 1934 Act or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, insofar as such losses, claims, damages, or under common liabilities (or actions in respect thereof) arise out of or are based upon any of the following events, omissions or violations (collectively a "VIOLATION"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or in equity, any rule or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Documentregulation promulgated under the Securities Act, the Transactions 1934 Act or any actstate securities law; and the Company will further reimburse each such Holder, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in a connection with investigating or defending any such loss, claim, event damage, liability or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”)action; provided, however, that the Borrower indemnity agreement contained in this Section 8.1 shall not have apply to amounts paid in settlement of any such loss, claim, damage, liability under this Section 11.4 to an Indemnitee with respect to or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any Indemnified Matter such case for any such loss, claim, damage, liability or action to the extent that it that has resulted primarily from the bad faith, gross negligence arises out of or willful misconduct of that Indemnitee, as determined by is based upon a court of competent jurisdiction Violation which occurs in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities reliance upon and Costs arising from or connected in conformity with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred written information furnished expressly for use in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to such registration by any such matterHolder, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower underwriter or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuercontrolling person.

Indemnities. (a) The Borrower agrees to, and does hereby, indemnify, defend (with counsel reasonably acceptable to indemnify the Bank) and hold harmless the Administrative AgentBank, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the its directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors employees and agents (all being included in the word "Bank" for the purpose of or to any of the foregoing this Section 4 (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”a)) from and against any and all claims, causes of action, damages, demands, fines, liabilities, obligations, losses, penalties, actionssettlements, judgments, suits, expenses and/or costs, disbursements however defined and of whatever kind of nature, known or unknown (including, but not limited to, attorneys' fees, consultants' fees, laboratory fees, and related expenses, joint or severalall of which shall be reasonable), of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that which may be asserted against, imposed on, suffered or incurred by or asserted against any such Indemnitee in connection with or by, the Bank, arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating way related to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant due to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from Contamination or connected with Release (ii) any injury to human health or safety (including wrongful death) or the pastenvironment by reason of Contamination or Release(iii) any violation, present or future operations of alleged violation, by the Borrower or any Subsidiary of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, Environmental Law; (iiiv) any costs material misrepresentation by the Borrower in this Rider and/or the Agreement pertaining to environmental matters or liabilities incurred in connection with any Remedial Action concerning other documents or materials furnished by the Borrower or any of Subsidiary to the Bank and/or its Subsidiaries, (iii) any costs or liabilities incurred representatives in connection with any Environmental Lien and the Agreement pertaining to environmental matters; (ivv) any costs breach of, or liabilities incurred in connection with any other matter under any Environmental Lawfailure to comply with, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any default after expiration of its Subsidiariesapplicable grace and cure periods under, any provision of this Rider; (vi) any lawsuit brought or threatened, settlement reached, or governmental order relating to Contamination or Release or (vii) any lien imposed upon the owner, lessee or operator Property in favor of any property governmental entity as a result of Contamination or Release. The duty of the Borrower or to indemnify, defend, and hold harmless includes, but is not limited to any of Regulatory Action. The Borrower further agrees that pursuant to its Subsidiaries by virtue of foreclosure, except, with respect duty to those matters referred to in clauses (iindemnify under this Section 4(a)a), (ii), (iii) and (iv) above, to it shall indemnify the extent (x) Bank against all expenses incurred following foreclosure by the Administrative Agent, Bank (including attorneys' fees and costs) as they become due and not wait for the Collateral Agent, ultimate outcome of any Lender litigation or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issueradministrative proceeding.

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless and defend the Administrative Agent, the Collateral Agenteach Lender, each Arranger, each Lender and each Issuer Person (including each Person obligated on other than the Borrower) party to a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) Document and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related DocumentObligation (or the repayment thereof), the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans any Loan or Letters any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of Credit any Group Member or any Affiliate of any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions and this Agreement or the transactions contemplated hereby, (iii) any actual or prospective investigation, litigation or other proceeding relating to any of the matters described in clause (i) or (ii) of this Section 11.4, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including reasonable attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter (to the extent it that such Indemnitee would otherwise be liable) other than, to the extent such liability has resulted primarily solely from the bad faith, gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoingFurthermore, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, contribution with respect to any such matterLiabilities that may be imposed on, such Indemnitee is a mortgagee pursuant to incurred by or asserted against any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerRelated Person.

Indemnities. (a) The Borrower agrees Whether or not the transactions contemplated hereby shall be consummated, the Obligors agree, jointly and severally, to indemnify defend, indemnify, pay and hold harmless the Administrative Board, the Agent, the Collateral Agent, each Arrangerthe Lenders, each Lender the Participants, the Govco Administrative Agent, the Loan Administrator and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the officers, directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, agents and advisors of or to any of (collectively called the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”"Indemnitees") from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements and expenses, joint or several, of any kind or nature whatsoever (including without limitation the reasonable feesfees and disbursements of counsel for such Indemnitees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party theretobut excluding Taxes), whether direct, indirect, indirect or consequential and whether based on any federal, state or local law foreign laws, statutes, rules or other statutory regulationregulations (including without limitation securities and commercial laws, securities statutes and rules or commercial law or regulationregulations), or under on common law or in equityequitable cause or on contract or otherwise, that may be imposed on, incurred by, or on contract, tort or otherwiseasserted against any such Indemnitee, in any manner relating to or arising out of this Agreement, any the other Loan DocumentDocuments or the transactions contemplated hereby or thereby (including, any Secured Obligationwithout limitation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans Loan) or Letters the syndication of Credit the Loan or any statement contained in connection with the Application or otherwise made by or on behalf of either Obligor to the Board or any investigation breach or default by either Obligor of any potential matter covered hereby provision of the Loan Documents (collectively, collectively called the “"Indemnified Matters”Liabilities"); provided, however, that the Borrower neither Obligor shall not have any liability under this Section 11.4 obligation to an any Indemnitee hereunder with respect to any Indemnified Matter Liabilities to the extent it that has resulted primarily such Indemnified Liabilities arise (i) from the bad faith, gross negligence or willful misconduct of that Indemnitee, Indemnitee (as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction) and only to the extent such Indemnified Liabilities constitute direct (as opposed to special, indirect, consequential or punitive) damages or (ii) constitute ordinary and usual operating or overhead expenses of an Indemnitee (excluding, without limitation, costs and expenses of any outside counsel, consultant or agent). To the extent that the undertaking to defend, 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 Obligors shall contribute the maximum portion that they are permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to either of the Obligors or any of their security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined by a final, non-appealable judgment of a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted primarily from such Indemnitee's gross negligence or willful misconduct. In no event, however, shall any Release Indemnitee be liable on any theory of Contaminants onliability for 106 any special, upon indirect, consequential or into such property or any contiguous real estatepunitive damages (including, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agentwithout limitation, any Lender loss of profits, business or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issueranticipated savings).

Indemnities. (a) The Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify indemnify, pay and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender Agent and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at and the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directorsshareholders, officers, employeesdirectors, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any employees and agents of the foregoing Agent and each Lender (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being each, an “Indemnitee”) "INDEMNIFIED PERSON"), harmless from and against any and all claims, damages, liabilities, obligations, losses, penaltiesdamages, actions, judgments, suits, costs, disbursements costs and expenses, joint or several, of any kind or nature including reasonable attorneys' fees and costs (including the reasonable feesestimate of the allocated cost of in-house legal counsel and staff) and including costs of investigation, disbursements and expenses of financial and legal advisors document production, attendance at a deposition or other discovery, related to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought the transactions contemplated by the Borrower, the Acquired Business, the Seller, or a third party this Agreement or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended contemplated use of the proceeds of the Loans Loans, whether or Letters of Credit or in connection with not any investigation of any potential matter covered hereby Indemnified Person is a party thereto (collectively, the “"INDEMNIFIED LIABILITIES"), except to the extent that such Indemnified Matters”)Liabilities result from the gross negligence or willful misconduct of the Agent or any Lender. If any claim is made, or any action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower of such claim or of the commencement of such action, suit or proceeding, and the Borrower shall have the option to, and at the request of the Indemnified Person shall, direct and control the defense of such action, suit or proceeding, employing counsel selected by the Borrower and reasonably satisfactory to the Indemnified Person, and pay the fees and expenses of such counsel; provided, however, that any Indemnified Person may at its own expense retain separate counsel to participate in such defense. Notwithstanding the foregoing, such Indemnified Person shall have the right to employ separate counsel at the Borrower's expense and to control and direct its own defense of such action, suit or proceeding if, in the reasonable opinion of counsel to such Indemnified Person, (i) there are or may be legal defenses available to such Indemnified Person or to other Indemnified Persons that are different from or additional to those available to the Borrower that the Borrower cannot assert, or (ii) a conflict or potential conflict exists between the Borrower and such Indemnified Person that would make such separate representation advisable. The Borrower agrees that it will not, without the prior written consent of the Agent, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding with respect to which the indemnification provided for in this Section is available (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Agent and each other Indemnified Person from all liability arising or that may arise out of such claim, action, suit or proceeding. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 3.7 may be unenforceable because it is violative of any law or public policy, the Borrower shall not have any liability contribute the maximum portion which it is permitted to pay and satisfy under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) abovelaw, to the extent (x) payment and satisfaction of all Indemnified Liabilities incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any Indemnified Person. This covenant shall survive termination of its Subsidiaries this Agreement and (y) attributable solely to acts payment of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issueroutstanding Notes.

Indemnities. (a) The Borrower agrees to Borrowers shall indemnify and hold harmless the Administrative Agent, the Collateral Agent, each the Lead Arranger, each Lender the Documentation Agent, the Syndication Agent, the Issuing Bank and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each Related Party of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) Persons (each such Person being called an “Indemnitee”) from against, and against hold each Indemnitee harmless from, on an after-Tax basis, any and all losses, claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements liabilities and related expenses, joint or severalincluding the fees, charges and disbursements of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to external counsel for any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or arising out alleged presence or release of Hazardous Materials on or from any investigation, litigation property owned or proceeding, whether or not such investigation, litigation or proceeding is brought operated by the Borrower, the Acquired Business, the Seller, or a third party Borrowers or any of their respective AffiliatesSubsidiaries, or any such Indemnitee Environmental Liability related in any way to the Borrowers or any of its directorstheir Subsidiaries, security holders or creditors (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any such Indemnitee, director, security holder or creditor is a party theretoof the foregoing, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Documenttheory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant as to any thereofIndemnitee, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter be available to the extent it that has resulted primarily from the bad faithsuch losses, gross negligence claims, damages, penalties, liabilities or willful misconduct of that Indemnitee, as related expenses are finally determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon the gross negligence or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf willful misconduct of such Agent, such Lender or such IssuerIndemnitee.

Indemnities. (a) The Borrower Company agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender LC Participant and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of CreditPrecedent) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan LC Facility Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions Credit or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Company shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries Group Member involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its SubsidiariesGroup Member, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its SubsidiariesGroup Member, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral AgentArranger, any Lender LC Participant or any Issuer, or the Administrative Agent, the Arranger, any Lender LC Participant or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries Group Member and (y) attributable solely to acts of the Administrative Agent, the Collateral AgentArranger, such Lender LC Participant or such Issuer or any agent on behalf of such the Administrative Agent, the Arranger, such Lender LC Participant or such Issuer.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract that is a Loan Document if such Person was a Lender, Issuer, Agent Lender or an Affiliate of an Agent Issuer at the time of it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of CreditPrecedent) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries Group Member involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its SubsidiariesGroup Member, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its SubsidiariesGroup Member, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agenteither Arranger, any Lender or any Issuer, or the Administrative Agent, the Arrangers, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries Group Member and (y) attributable solely to acts of the Administrative Agent, the Collateral Agentsuch Arranger, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such AgentArranger, such Lender or such Issuer.. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless and defend the Administrative Agent, the Collateral Agenteach Lender, each ArrangerL/C Issuer, each Lender and Person that each L/C Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate causes to Issue Letters of an Agent at the time it entered into such Secured Hedging Contract) Credit hereunder and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured ObligationRelated Document, any Disclosure Document, any Obligation (or the repayment thereof), any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan or the Loans use of any Letter of Credit, any Related Transaction, or Letters any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of Credit the Acquired Business, any Group Member or any Affiliate of any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an any Indemnitee with respect to any Indemnified Matter Matters, and no Indemnitee shall have any liability with respect to any Indemnified Matters other than (to the extent it that otherwise liable), to the extent such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoingFurthermore, “Indemnified Matters” include (i) all Environmental Liabilities each of Holdings and Costs arising from or connected with the past, present or future operations of the Borrower or waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, contribution with respect to any such matterLiabilities that may be imposed on, such Indemnitee is a mortgagee pursuant to incurred by or asserted against any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator Related Person. Any amounts payable under this Section shall be without duplication of any property amounts payable in respect of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.Taxes under Section 2.17. 112

Indemnities. (aSubject to the limitations set forth in this Section 11(e) The Borrower agrees to indemnify below, Tenant shall defend, protect, indemnify, and hold harmless the Administrative AgentLandlord Parties from and against all claims, the Collateral Agentlosses, each Arrangerdemands, each Lender liabilities, actions, penalties, judgments, damages, costs and each Issuer expenses (including each Person obligated reasonable attorneys’ fees) (collectively, “Claims”) suffered or imposed upon or against any Landlord Party arising from or in connection with (1) the negligence or willful misconduct of Tenant or any person claiming by, through or under any Tenant Party, (2) any occurrence in the Premises, or (3) the installation, operation, maintenance, repair or removal of any property of any Tenant Party located in or about the Project, including Tenant’s Off-Premises Equipment, if any, and (4) any breach by Tenant of any representation, covenant or other term contained in this Lease, whether occurring before, during or after the expiration of the Term. The foregoing indemnity is intended to apply regardless of any active or passive negligence or fault of the Landlord Parties, even when Landlord or its representatives and agents are jointly, comparatively, contributively, or concurrently negligent with Tenant, and regardless of whether liability without fault or strict liability may be imposed upon the Landlord Parties; however, with respect to Landlord or any Landlord Party, Tenant’s obligations hereunder shall not apply (i) to the extent any Claim arises from the negligence or willful misconduct of any Landlord Party and is not for any reason (other than Tenant’s failure to carry the insurance required under Section 11(a) above) paid for by the insurance required to be carried by Tenant hereunder, or (ii) to the extent such obligations are prohibited by applicable Law. Notwithstanding the foregoing, in the event of the concurrent negligence of any of the Tenant Parties on a Secured Hedging Contract if the one hand and that of any of the Landlord Parties on the other hand, which concurrent negligence results in injury or damage to persons or property and relates to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of the Premises, Common Areas or any other portion of the Project, Tenant’s obligation to indemnify the Landlord Parties as set forth in this Section 11(e) shall be limited to the extent of Tenant’s negligence, and that of the Tenant Parties, including Tenant’s proportional share of costs, attorneys’ fees, and expenses incurred in connection with any Claims arising from such Person was a Lenderinjury or damage. Landlord shall defend, Issuerprotect, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) indemnify, and each of their respective Affiliates, the directorshold harmless Tenant and Tenant’s agents, officers, directors, employees, agentsand contractors (collectively, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “IndemniteeTenant Parties”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, Claims incurred by or asserted against on behalf of any such Indemnitee in connection with person, entity, or governmental authority occasioned by or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by of: (a) injuries occurring in the Borrower, the Acquired Business, the Seller, or a third party Common Areas or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use portion of the proceeds of Building outside the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter Premises to the extent it that has resulted primarily from the bad faithsame is covered by insurance carried by Landlord under the terms of this Lease the cost of which is included in Operating Costs; (b) any intentional conduct or negligence of Landlord or Landlord’s agents, gross employees, or independent contractors; (c) any breach by Landlord of any representation, covenant or other term contained in this Lease, whether occurring before, during or after the expiration of the Term. Landlord’s indemnity shall not apply to the extent of the negligence or willful misconduct of Tenant or any person claiming by, through or under any Tenant Party. This indemnity shall survive termination of this Lease only as to claims arising out of events that Indemniteeoccur prior to termination of the Lease. The indemnities set forth in this Lease shall survive termination or expiration of this Lease and shall not terminate or be waived, diminished or affected in any manner by any abatement or apportionment of Rent under any provision of this 27 Second & Spring Avalara, Inc. Lease. If any proceeding is filed for which indemnity is required hereunder, the indemnifying party agrees, upon request therefor, to defend the indemnified party in such proceeding at its sole cost utilizing counsel reasonably satisfactory to the indemnified party. The indemnities set forth herein are intended to specifically cover actions brought by the indemnifying party’s own employees. Such indemnities are specifically and expressly intended to constitute waivers by the indemnifying party of its immunity, if any, under Washington’s Industrial Insurance Act (Title 51 RCW, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoingamended, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower substitute or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (ireplacement statute), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure necessary to provide the other party with a full and complete indemnity from claims made by the Administrative Agentindemnifying party and its employees, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or extent provided herein. This waiver and agreement was specifically negotiated by Landlord and Tenant and is solely for the benefit of Landlord and Tenant and their successors and assigns and is not intended as a waiver of Tenant’s rights of immunity under said industrial insurance for any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuerother purpose.

Indemnities. (a) The Borrower agrees to shall indemnify and hold harmless the Administrative AgentAgents, each Lender, each Issuer, the Collateral Agent, each Arranger, each Lender Arrangers and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates and their, and their Affiliates’, the branches, directors, officers, employees, agents, trusteespartners, shareholders, controlling persons, members, representatives, attorneys, consultants, trustees or advisors of or to any of and other representatives (collectively the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “IndemniteeIndemnitees”) from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, reasonable and documented out-of-pocket expenses and disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to whatsoever which may at any such Indemnitee) that may time be imposed on, incurred by or asserted against any such Indemnitee in connection with any way relating to or arising out of or in connection with (but, in the case of Attorney Costs, limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and in the case of an actual or potential conflict of interest between Indemnitees (where the Indemnitee(s) affected by such conflict of interest informs the Borrower in writing of such conflict of interest), one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any Related Indemnified Person, in each case of clauses (x) and (y), as determined by a final, non-appealable judgment of a court of competent jurisdiction, or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent, collateral agent, issuer of Letters of Credit, or arranger or any similar role under the Facilities and other than any claims arising out of any act or omission of Holdings, the Borrower or any of their Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable Law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (other than damages arising from the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction), nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrowerany Loan Party, the Acquired Businessits directors, the Seller, stockholders or a third party creditors or any of their respective Affiliates, any such an Indemnitee or any of its directorsother Person, security holders whether or creditors or not any such Indemnitee, director, security holder or creditor Indemnitee is otherwise a party thereto, whether direct, indirect, or consequential thereto and whether based on or not any federal, state or local law or other statutory regulation, securities or commercial law or regulation, of the transactions contemplated hereunder or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any the other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby Documents is consummated. All amounts due under this Section 12.4 shall be paid within thirty (collectively, the “Indemnified Matters”)30) days after written demand therefor; provided, however, that the Borrower such Indemnitee shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter promptly refund such amount to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct there is a final non-appealable order of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject that such Indemnitee was not entitled to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, indemnification rights with respect to any such matter, such Indemnitee is a mortgagee payment pursuant to any leasehold mortgage, a mortgagee the express terms of this Section 12.4. The agreements in possession, this Section 12.4 shall survive the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts resignation of the Administrative Agent, the Collateral Agent, such the Swing Loan Lender or such Issuer any Issuer, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. Without limiting the provisions of Sections 3.1 and 3.2, this Section 12.4 shall not apply with respect to Taxes other than any agent on behalf of such AgentTaxes that represent losses, such Lender or such Issuerclaims, damages, etc. arising from any non-Tax claim.

Indemnities. (a) The Borrower agrees to indemnify Each party shall release, defend, indemnify, and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender other party and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) and employees (each such Person being individually an “IndemniteeIndemnity” and collectively “Indemnities”) ), from and against any and all losses, claims, demands, costs, damages, liabilitiesliabilities (joint and several), obligations, losses, penalties, actionsreasonable expenses of any nature (including attorney’s fees and disbursements and expenses incident to establishing the right to indemnification), judgments, suitsfines, costssettlements, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceedingother amounts, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use negligence of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) aboveIndemnities, to the extent (x) incurred following foreclosure arising out of or related to any products, services, operations of each party, the conduct of business or from any other activity, work, or thing done, permitted or suffered by the Administrative Agentparty under this agreement including without limitation: (i) injury to or death of any person or persons, including employees of the Collateral Agentparty , or loss, damage, or destruction of any property, and (ii) each Party’s provision of any personnel, services, and facilities under this agreement; provided, that no such right of indemnification shall exist in any case where the act or failure to act giving rise to the claim to indemnification is finally adjudicated to have constituted wilful misconduct or recklessness on the part of the party seeking indemnification and further provided that the right of indemnification shall not apply to the extent of each party’s indemnity obligations to the other party pursuant to the provisions of this agreement. In case of any insurance undertaken by the owner, any Lender liability or obligation that may arise due to any Issuerloss, damage, liability, payment, obligation or expense which is insured or for which the Administrative Agentowner can claim compensation, under any Lender Insurance shall not be charged to or any Issuer having become payable by PSPCL. If a Natural Force Majeure Event renders the successor in interest to EEPS no longer economically and technically viable and the Borrower insurers under the Insurances make payment on a “total loss” or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agentequivalent basis, the Collateral Agent, PSPCL shall have no claim on such Lender or such Issuer or any agent on behalf proceeds of such Agent, such Lender or such IssuerInsurance.

Indemnities. (a) The Borrower agrees Company agrees, in addition to any other ----------- indemnity obligations set forth in any Operative Document, to indemnify and hold save harmless the Administrative Agent, the Collateral Agent, each Arranger, each Lender Lessor and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) Lease Participant and each any of their successors and assigns, and their respective Affiliatesofficers, the directors, officersincorporators, shareholders, employees, agents, trustees, shareholders, controlling persons, members, representativespartners, attorneys, consultantsaffiliates, advisors of or to any of contractors, subcontractors and servants (individually an "Indemnified Party" and collectively the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”----------------- "Indemnified Parties") from and against any and all claims, damages, liabilities, obligationsLiens, Taxes, losses, ------------------- obligations, claims, damages (including, without limitation, penalties, actionsfines, court costs and administrative service fees), penalties, demands, causes of action, suits, proceedings (including any investigations, litigation or inquiries), judgments, suitsorders, costssums paid in settlement of claims, disbursements and expenses, joint or several, costs and expenses of any kind or nature whatsoever, including, without limitation, reasonable attorneys' fees and expenses and all other expenses incurred, suffered or realized in connection with investigating, defending or preparing to defend any cause of action, suit or proceeding (including reasonable feesany investigations, disbursements and expenses of financial and legal advisors to any such Indemniteelitigation or inquiries) that or claim which may be imposed on, incurred by or asserted against or involve any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, them (whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor them is named as a party thereto) as a result of, whether direct, indirectarising directly or indirectly out of or in any way related to (a) the failure of the Company to perform or caused to be performed, or consequential the inadequacy of, the environmental due diligence required under Article IV above, (b) the breach of any representation, warranty or agreement set forth under the Operative Documents regarding Environmental Requirements or relating to environmental matters, (c) the failure of the Company to perform any obligation required to be performed under the Operative Documents pursuant to Environmental Requirements or relating to environmental matters, (d) all acts or omissions by or on behalf of the Company (both in its individual capacity and whether based on in its capacity as Acquisition/Construction Agent), its contractors, employees, agents, licensees, representatives or any federal, state or local law or other statutory regulation, securities or commercial law or regulation, Person for whose conduct the Company is responsible in connection herewith or under common law any Operative Document, (e) failure of the Company to obtain any Environmental Authorizations required in the management, maintenance and operation of the Facility, the Company or in equitythe operation of any business on or related to the Facility or the Site, or on contract(f) any Environmental Damages, tort or otherwise, in any manner Environmental Liabilities and Environmental Proceedings relating to the Facility, (g) the breach or arising out failure to perform by the Company of any provisions of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, and (h) the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use reversion of the proceeds Facility to Xxxxxxxx County, a political subdivision of Tennessee, pursuant to the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby Restrictive Covenants (collectively, the “"Indemnified Matters”Risks"); provided, however, that the Borrower no Indemnified ----------------- ----------------- Party shall not have be entitled to indemnity (or any liability under this Section 11.4 to an Indemnitee with respect to other payment or reimbursement) for any Indemnified Matter Risks to the extent it that has resulted primarily such Indemnified Risks result from or arise out of the bad faith, willful misconduct or gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such IssuerIndemnified Party.

Indemnities. (a) The Borrower Each Loan Party agrees to indemnify indemnify, pay, and hold harmless the Administrative Agent, the Collateral Agenteach Agent Party, each ArrangerLender, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction Related Party of any condition set forth in Article III Lender (Conditions To Loans And Letters Of Credit) (each such Person being an the “IndemniteeIndemnitees”) harmless from and against any and all claims, damages, liabilities, obligations, losseslosses (including reasonable fees of attorneys and consultants), damages, penalties, actions, judgments, suits, costs, disbursements suits and expenses, joint or several, claims of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) whatsoever that may be imposed on, incurred by by, or asserted against any such the Indemnitee as a result of Administrative Agent and each Lender being a party to this Agreement or otherwise in connection with or arising out this Agreement, any of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party other Loan Documents or any of their respective Affiliatesthe transactions contemplated hereby or thereby; provided, that the Loan Parties shall have no obligation to an Indemnitee hereunder with respect to liabilities arising from the gross negligence, willful misconduct of, or breach of any Loan Document by, that Indemnitee, in each such case as determined by a final non appealable judgment of a court of competent jurisdiction. To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any such Indemnitee or claim against any of its directors, security holders or creditors or any such Indemnitee, directoron any theory of liability, security holder or creditor is a party thereto, whether directfor special, indirect, consequential or consequential and whether based on any federalpunitive damages (as opposed to direct or actual damages) arising out of, state or local law or other statutory regulation, securities or commercial law or regulationin connection with, or under common law or in equityas a result of, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan DocumentDocument or any agreement or instrument contemplated thereby, the transactions contemplated hereby or thereby, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereofLoan, or the use or intended use of the proceeds thereof. No Indemnitee referred to in this paragraph shall be liable for any damages arising from the use by unintended recipients of the Loans any information or Letters of Credit any materials distributed by it through telecommunications, electronic or other information transmission systems in connection with any investigation of any potential matter covered this Agreement or the other Loan Documents or the transactions contemplated hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or orderthereby. Without limiting the foregoing, “Indemnified Matters” include (i) This Subsection 9.1 and all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with indemnification provisions contained within any other matter under any Environmental Law, including Loan Document shall survive the Comprehensive Environmental Response, Compensation termination of this Agreement. Amended and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent, such Lender or such Issuer.Restated Credit Agreement/Shenandoah Telecommunications Company

Indemnities. (a) The Borrower agrees Borrowers agree to indemnify and hold harmless the Administrative Agent, the Collateral Syndication Agent, each Arrangerthe Documentation Agent, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representativesrepresentative, attorneys, consultants, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition of the conditions set forth in Article III (Conditions To Loans And Letters Of CreditIII) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, fees and disbursements and expenses of financial and legal advisors counsel to any such Indemnitee) that which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this AgreementAgreement (including any Existing Loan Document or any Agreement amended by any Existing Loan Document), any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower Borrowers shall not have any liability obligation under this Section 11.4 9.4 to an Indemnitee with respect to any Indemnified Matter to the extent it that has resulted primarily caused by or resulting from the bad faithgross negligence, gross negligence or willful misconduct or breach of its obligations under any Loan Document of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower Company or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, ; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower Company or any of its Subsidiaries, ; (iii) any costs or liabilities incurred in connection with any Environmental Lien and Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) CERCLA and applicable state property transfer laws, whether, with respect to any of such mattermatters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Administrative Agent, the Collateral Agent, Agent any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower Company or any of its Subsidiaries Subsidiaries, and (yB) attributable solely to acts of the Administrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such the Administrative Agent, such Lender or such IssuerLender.