Common use of Indemnity by Borrower Clause in Contracts

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Lender and each Lender and their respective of its directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Lender) if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action, action or cause of action for that such Person has or asserts against Borrower, any amount excluded from the definition Subsidiary of “Taxes” in Section 3.10(e)Borrower or any of their respective officers, directors, agents, attorneys, employees or shareholders; (b) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of between Borrower and Lender under any of the Lenders under this Agreement, or (iv) the Loan Plan Documents or the Revolving Facility in any other manner or aspecttransactions contemplated thereby; (bc) any and all administrative or investigative proceeding proceedings by any Governmental Agency arising out of or related to a any claim, demand, action or cause of action described in clause clauses (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of actionthe foregoing; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted misconduct. Each Indemnitee is authorized to employ counsel of its own choosing in enforcing its rights hereunder and in defending against it by another Indemnitee. If any claim, demand, action or action, cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action administrative or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or investigative proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee9.9; provided that each Indemnitee shall endeavor, all such Indemnitees shall be represented in connection with any matter covered by the same legal counsel (this Section 9.9 which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the also involves other Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 9.9 shall be and hereby is covered and secured by the Plan Documents, and shall survive the expiration or termination of this Loan Agreement and the repayment of all Borrowings the Loan and the payment and performance of all other Obligations owed to the LendersLender.

Indemnity by Borrower. Each Borrower agrees to indemnify, defend, save and hold harmless the Administrative Agent and each Lender and their its respective Affiliates, directors, officers, agents, attorneys and Adesto Technologies Corporation Credit Agreement employees (collectively collectively, the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against any Borrower, any of its Affiliates or any its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Loan Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) property that is the relationship subject of Borrower and any Material Lease or any other collateral given to secure the Lenders obligations of Borrowers under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspectrelationship of Borrowers and Lender under this Agreement; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) all liabilities, claims, actions, loss, damages, including, without limitation, foreseeable and unforeseeable consequential damages, costs and expenses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Indemnitees’ counsel) directly or indirectly arising out of or resulting from any Hazardous Substance being present at any time in or around any part of the property that is the subject of any Material Lease, or in the soil, groundwater or soil vapor on or under the property that is the subject of any Material Lease, including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, or any resulting damages or injuries to the person or property of any third parties or to any natural resources; (e) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this This Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 9.14 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersAgreement.

Indemnity by Borrower. (a) Borrower agrees to indemnify, save and hold harmless each of the Administrative Agent Creditors and each Lender their Affiliates, and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: : (ai) any and all claims, demands, actions or causes of action arising out or relating to this Agreement or the other Loan Documents and the transactions contemplated herein or therein; (ii) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower shareholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan or Letter of Credit, (iii) or the relationship of Borrower and the Lenders Creditors under this Agreement, or Agreement and the other Loan Documents; (iviii) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) all expenses associated with any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in this clause (a) above); and and (civ) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of actionaction or in response to legal process arising out of or relating to such claims, demands, actions or causes of action (whether or not the Indemnitee is an actual party thereto); provided provided, in each case, that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. . (b) If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter providedSection. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s not fewer than 10 Business Days prior consent to entering into such settlement or compromise. (which shall not be unreasonably withheld or delayed). c) In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that (i) any Indemnitee shall in any event be entitled to separate counsel provided at its own expense, and (ii) in any event, if such joint legal counsel for a group of Indemnitees determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower (with the reasonable fees and expenses of such counsel to be borne by Borrower), with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively collectively, the “"Indemnitees”") from and against: (a) any and all claims, ----------- demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) or the relationship of Borrower Borrower, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee's own negligence (all the foregoing, collectively, the "Indemnified Liabilities"); provided that ----------------------- -------- no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Lead Arranger and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 18.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 18.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person, each other Agent, each Person identified on the Administrative Agent cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner, each Issuing Lender and each Lender and their respective Affiliates and their and their Affiliates’ respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (ai) any and all claims, demands, actions or causes of action (except that are asserted against any Indemnitee by any Person relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any of its officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Loan Documents, the Revolving FacilityCommitments, (ii) the use or contemplated use of the proceeds of any BorrowingExtension of Credit, (iii) or the relationship of Borrower Borrower, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (biii) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause clauses (ai) or (ii) above; and (civ) any and all liabilitiesliabilities (including liabilities under indemnities), losses, reasonable costs or expenses (including reasonable attorneys’ fees and Attorney Costs (limited to one law firm for Lenders unless Lenders have differing interests or defenses that preclude the reasonably allocated costs engagement of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) one law firm to represent Lenders)), that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, including settlement costs incurred with the prior written consent of Borrower (which consent shall not be unreasonably withheld), whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liabilityIndemnified Liability to the extent (i) it is found by a final, lossnon-appealable judgment of a court of competent jurisdiction to arise from (x) the bad faith, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause gross negligence of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s or (y) a material breach by such Indemnitee of its express obligations under this Section unless such failure materially prejudices Borrower’s right to participate Agreement; or (ii) not resulting from an act or omission of Borrower or any of its Affiliates in the contest respect of such a claim, demandlitigation, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim investigation or proceeding by one Lender against another Lender (in each case, for which Borrower may the avoidance of doubt, excluding each of the Agents and each Person identified on the cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner in each case in its capacity as such). In no event shall any Indemnitee be liable for payment any damages arising from the use by unauthorized Persons of indemnity hereunder shall give Borrower written notice of the terms of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then Persons except to the extent reasonably necessary it is found by a final, non-appealable judgment of a court of competent jurisdiction to avoid such a conflict of interest arise from the bad faith, willful misconduct or to permit unqualified assertion gross negligence of such a defense or counterclaimIndemnitee. This Section 10.13 shall not apply with respect to taxes other than any taxes that represent losses, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemniteeclaims, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)damages, etc. Any obligation or liability of Borrower to arising from any Indemnitee under non-tax claim. The agreements in this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersObligations.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender Creditor and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except that are asserted against any Indemnitee by any third party, if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action, action or cause of action for that such Person asserts or may assert against Borrower (or, to the extent related to the Loan Documents or the transactions contemplated thereby, any amount excluded from the definition Affiliate of “Taxes” in Section 3.10(eBorrower or any officer of Borrower); (b) any and all claims, demands, actions or causes of action by a third party if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Commitment, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingLoan or Letter of Credit, (iii) the relationship of Borrower and the Lenders under this Agreement, Agreement or (iv) any transaction contemplated by the Loan Documents or the Revolving Facility in any other manner or aspectDocuments; (bc) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause clauses (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemniteemisconduct. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure Borrower is materially prejudices Borrower’s right prejudiced thereby (and then only to participate in the contest of such claim, demand, action or cause of action, as hereinafter providedextent prejudiced). Such Each Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action with counsel selected by such Indemnitee. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with defending any claim, demand, action or cause of action covered by this Section; provided that each Indemnitee shall endeavor in connection with any matter covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the also involves other Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations (other than the Obligations referenced in Section 3.18) owed to the Lenders; provided, however, that such obligations or liabilities shall not, from and after the date on which the Obligations are fully paid and the Commitments terminated, be deemed Obligations for any purpose under the Loan Documents.

Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person, each other Agent, each Person identified on the Administrative Agent cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner and each Lender and their respective Affiliates and their and their Affiliates’ respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (ai) any and all claims, demands, actions or causes of action (except that are asserted against any Indemnitee by any Person relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any of its officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving FacilityLoan Documents, (ii) the Commitments, the Loans, the use or contemplated use of the proceeds of any BorrowingExtension of Credit, (iii) or the relationship of Borrower Borrower, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (biii) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause clauses (ai) or (ii) above; and (civ) any and all liabilitiesliabilities (including liabilities under indemnities), losses, reasonable costs or expenses (including reasonable attorneys’ fees and Attorney Costs (limited to one law firm for Lenders unless Lenders have differing interests or defenses that preclude the reasonably allocated costs engagement of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) one law firm to represent Lenders)), that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, including settlement costs incurred with the prior written consent of Borrower (which consent shall not be unreasonably withheld), whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liabilityIndemnified Liability to the extent (i) it is found by a final, lossnon-appealable judgment of a court of competent jurisdiction to arise from (x) the bad faith, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause gross negligence of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s or (y) a material breach by such Indemnitee of its express obligations under this Section unless such failure materially prejudices Borrower’s right to participate Agreement; or (ii) not resulting from an act or omission of Borrower or any of its Affiliates in the contest respect of such a claim, demandlitigation, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim investigation or proceeding by one Lender against another Lender (in each case, for which Borrower may the avoidance of doubt, excluding each of the Agents and each Person identified on the cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner in each case in its capacity as such). In no event shall any Indemnitee be liable for payment any damages arising from the use by unauthorized Persons of indemnity hereunder shall give Borrower written notice of the terms of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then Persons except to the extent reasonably necessary it is found by a final, non-appealable judgment of a court of competent jurisdiction to avoid such a conflict of interest arise from the bad faith, willful misconduct or to permit unqualified assertion gross negligence of such a defense or counterclaimIndemnitee. This Section 10.13 shall not apply with respect to taxes other than any taxes that represent losses, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemniteeclaims, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)damages, etc. Any obligation or liability of Borrower to arising from any Indemnitee under non-tax claim. The agreements in this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersObligations.

Indemnity by Borrower. Borrower agrees to indemnify, save save, and hold harmless the Administrative Agent and Lead Arranger and Sole Book Manager and each Lender Bank and their respective directors, officers, agents, attorneys attorneys, and employees (collectively collectively, the “Indemnitees”"indemnitees") from and against: (ai) any and all claims, demands, actions or causes of action that are asserted against any indemnitee (except a claim, demand, action, other than by Borrower or cause of action for by any amount excluded from the definition of “Taxes” in Section 3.10(e)other indemnitee) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowera Commitment, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingLoans, (iii) the relationship of Borrower and the Lenders under any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents any relationship or the Revolving Facility in alleged relationship of any other manner or aspectindemnitee to Borrower related to this Agreement; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (ai) above; and (ciii) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ ' fees and disbursements (including the reasonably allocated costs cost of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesin-house counsel)) that any Indemnitee indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, that Borrower shall have no obligation under this Section to any indemnitee with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of that indemnitee or for the breach by the indemnitee of this Agreement or from the transfer or disposition of any liability, loss, cost or expense asserted against it Note by another Indemniteeany Bank. If any claim, demand, action or cause of action is asserted against any Indemniteeindemnitee, such Indemnitee indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if If requested by Borrower in writing) writing and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and action, shall permit Borrower to participate in such contestcontest and shall cooperate with Borrower to the extent their interests are aligned. Any Indemnitee indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain not so settle or compromise without Borrower’s prior consent ('s written approval thereof, which approval may be withheld in Borrower's sole discretion. Any voluntary settlement by an indemnitee of such a claim or proceeding without Borrower's written approval shall not be unreasonably withheld relieve Borrower of its obligation to indemnify that indemnitee with respect to such claim or delayed)proceeding. In connection with any claim, demand, legal action or cause of action covered by this Section 11.11 against involving more than one Indemniteeindemnitee, all such Indemnitees indemnitees shall be represented by the same a single legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if unless such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee indemnitee that is not available to all such Indemnitees, then indemnitees and that to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of assert such a defense or counterclaimcounterclaim would create a conflict of interest, each affected Indemnitee or a potential conflict of interest, in which case such indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)counsel. Any obligation or liability of Borrower to any Indemnitee indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the LendersBanks.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against any Borrower Party, any of their Affiliates or any of their officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) or the relationship of any Borrower Party, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. (a) Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (ai) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any of its officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving FacilityLoan Documents, (ii) the Commitments, the use or contemplated use of the proceeds of any BorrowingExtension of Credit, (iii) or the relationship of Borrower Borrower, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (biii) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (ai) or (ii) above; and (civ) any and all liabilitiesliabilities (including liabilities under indemnities), losses, reasonable costs or expenses (including reasonable attorneys’ fees and Attorney Costs (limited to one law firm for Lenders unless Lenders have differing interests or defenses that preclude the reasonably allocated costs engagement of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesone law firm to represent Lenders)) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, including settlement costs incurred with the prior written consent of Borrower (which consent shall not be unreasonably withheld), whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct misconduct. The agreements in this Section shall survive repayment of all Obligations. (b) Notwithstanding anything to the contrary contained herein or for in any other Loan Document, no liability, lossright, cost remedy or expense claim shall arise, be asserted against it by another Indemnitee. If or be enforceable (i) at any claim, demand, action or cause of action is asserted time as against any Indemnitee, such Indemnitee shall promptly notify Borrower, but AT&T Party or (ii) prior to the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of actionEffective Date, as hereinafter provided. Such Indemnitee may (and shallagainst any AT&T Broadband Party, if requested in each case by or on behalf of Administrative Agent, any Lender, Borrower or any Guarantor, in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice respect of the terms of such proposed settlement Obligations, this Agreement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemniteeother Loan Document, all such Indemnitees liabilities, rights, remedies and claims, if any, being expressly waived. As used herein, (x) "AT&T Party" shall be represented by mean AT&T Corp., a New York corporation, or any of its Subsidiaries or any of the same legal counsel (which may be a law firm engaged by the Indemnitees respective officers, directors, employees, representatives or attorneys employed by an Indemnitee or a combination agents of any of the foregoing, other than any AT&T Broadband Party and (y) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee "AT&T Broadband Party" shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; mean Broadband and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lendersits Subsidiaries.

Indemnity by Borrower. Borrower agrees to indemnify, defend, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively collectively, the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) property that is the relationship subject of any Material Lease or any other collateral given to secure the obligations of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspectrelationship of Borrower, Administrative Agent and Lenders under this Agreement; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) all liabilities, claims, actions, loss, damages, including, without limitation, foreseeable and unforeseeable consequential damages, costs and expenses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Indemnitees’ counsel) directly or indirectly arising out of or resulting from any Hazardous Substance being present at any time in or around any part of Borrower’s properties (leasehold or fee), or in the soil, groundwater or soil vapor on or under Borrower’s properties (leasehold or fee), including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, or any resulting damages or injuries to the person or property of any third parties or to any natural resources; (e) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. a. Borrower agrees to indemnify, save save, protect, and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agents, attorneys and employees (collectively the “Indemnitees”collectively, "indemnitees") from and against: (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) indemnitee by any Person if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related solely to a claim, demand, action or cause of action described in clause (a) abovethat the Person has or asserts against Borrower and arises out of or relates to the relationship between Borrower and Lender under this Agreement or the Note; and (cii) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the disbursements and reasonably estimated allocated costs and expenses of attorneys employed by any Indemnitee in- house legal counsel and disbursements of such attorneys legal staff and other professional services) that any Indemnitee indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee indemnitee shall be entitled to indemnification for any liabilityclaims, lossdemands, cost action, causes of action, liabilities, losses, costs, or expense expenses caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. misconduct. b. If any claim, demand, action proceeding shall be brought or cause of action is asserted against any Indemniteeindemnitee in respect of which indemnity may be sought from Borrower hereunder, such Indemnitee indemnitee promptly shall notify Borrower in writing, and Borrower shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the indemnitee and the payment of all fees and expenses incurred in connection with the defense thereof; provided, that the failure of any indemnitee to give such notice shall not relieve Borrower of his obligations pursuant to this Agreement except to the extent that it shall be determined by a court of competent jurisdiction that such failure shall have materially and adversely prejudiced Borrower. (1) Borrower has agreed to pay such fees and expenses; or (2) Borrower shall have failed promptly notify to assume the defense of such action, claim or proceeding and to employ counsel reasonably satisfactory to such indemnitee in any such action, claim or proceeding; or (3) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnitee and Borrower, but and such indemnitee shall have been advised in writing by counsel that a conflict of interest may exist if such counsel represents such indemnitee and Borrower (and in the failure case of any of (1), (2) or (3), if such indemnitee notifies Borrower in writing that it elects to so promptly notify employ separate counsel at the expense of Borrower, Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s have the right to participate assume the defense thereof and such counsel shall be at the expense of Borrower). No indemnitee will be subject to any liability for any settlement made without its consent. Borrower shall not consent to entry of any judgment or enter into any settlement that does not include by the claimant or plaintiff to such indemnitee of a release, in form and substance reasonably satisfactory to the contest indemnitee, from all liability in respect of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may such indemnitee would be liable for payment entitled to indemnification hereunder (whether or not any indemnitee is a party thereto). All fees and expenses of indemnity hereunder the indemnitee (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such action or proceeding in a manner not inconsistent with this Section 8.9) shall give Borrower be paid to the indemnitee, as incurred, upon written notice thereof to Borrower (regardless of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall whether it is ultimately determined that an indemnitee is not be unreasonably withheld or delayedentitled to indemnification hereunder). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, ; provided, that if Borrower may require such legal counsel determines in good faith that representing indemnitee to undertake to reimburse all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then fees and expenses to the extent reasonably necessary it is finally judicially determined by a court of competent jurisdiction (which determination is not subject to avoid appeal or review) that such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be indemnitee is not entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)indemnification hereunder. Any obligation or liability of Borrower to any Indemnitee indemnitee under this Section 11.11 8.9 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Advances and the payment and performance of all other Obligations owed to the LendersLender.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender Creditors and their respective members, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”"INDEMNITEES") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Commitment, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower between any such Person and the Lenders Creditors under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including INCLUDING reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided PROVIDED that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for as to any liability, loss, cost claim asserted by that Indemnitee against Borrower to the extent that Borrower prevails on that claim in a final and non-appealable determination by a court of competent jurisdiction or expense asserted against it by another Indemniteean arbitrator appointed in accordance herewith. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's, as applicable, right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Each Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action with counsel of its own choosing and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)proceeding. In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, providedIndemnitees and reasonably acceptable to Borrower; PROVIDED, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided FURTHER PROVIDED that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)counsel. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and Agreement, the repayment of all Borrowings Loans, and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Agent, the Collateral Agent, the Issuing Lender and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.12(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct (determined to be so by a final determination of a court of competent jurisdiction) or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Such Indemnitee shall act reasonably and in good faith in dealing with such claim, demand, action or cause of action, including in electing whether to offer or accept any settlement or compromise of such claim, demand, action or cause of action. Borrower shall have the burden of establishing the lack of good faith or reasonableness of such Indemnitee. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to shall indemnify, save and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agentslenders, attorneys and employees (collectively the “Indemnitees”"Indemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of action, directly or indirectly, relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerthe Loan, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the Loan or the relationship of Borrower and the Lenders Lender under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority, directly or indirectly, related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; PROVIDED, HOWEVER, that Borrower shall have no obligation under this Section 5.19 to the Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of the Lender or for its assignees or the breach by the Lender or its assignees of this Agreement or any liabilityother Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by the Lender or its assignees of any intercreditor or participation agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteethe Lender or its assignees, or from the transfer or disposition by the Lender of any Debenture or the Common Stock issued upon conversion of the Debenture. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right or ability to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such Indemnitee's failure to properly notify Borrower materially prejudices Borrower's right or ability to participate in the contest of such claim, demand action or cause of action, then said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said Indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower's expense) shall, in good faith, contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable liable, for payment to or on behalf of indemnity hereunder an Indemnitee hereunder, shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s written concurrence thereto. In connection with the event that said Indemnitee fails to obtain Borrower's prior written consent to any such settlement or compromise, said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Each Indemnitee may employ counsel, which counsel shall be reasonably acceptable to Borrower, in enforcing its rights hereunder and in defending against any claim, demand, action or cause of action covered by this Section 11.11 against more than one 5.19; PROVIDED, HOWEVER, that each Indemnitee shall endeavor in connection with any matter covered by this Section 5.19 which also involves any other Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that , including allowing Borrower to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 5.19 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebenture.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent each Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against any Credit Party, any of their Affiliates or any of their officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) or the relationship of Borrower any Credit Party, Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee's own negligence (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lendersmisconduct.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Lead Arranger and each Lender and its Affiliates and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan or any Letter of Credit, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and all Letters of Credit and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: : (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. (a) Borrower agrees to indemnify, defend (subject to Indemnitees’ selection of counsel), save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and each of their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the each, an “IndemniteesIndemnitee”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) property that is the relationship subject of any Material Lease or any other collateral given to secure the obligations of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspectrelationship of Borrower, Administrative Agent and Lenders under this Agreement; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) all liabilities, claims, actions, loss, damages, including, without limitation, foreseeable and unforeseeable consequential damages, costs and expenses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Indemnitees’ counsel) directly or indirectly arising out of or resulting from any Hazardous Substance being present at any time in or around any part of Borrower’s or any Subsidiary’s properties (leasehold or fee), or in the soil, groundwater or soil vapor on or under Borrower’s or any Subsidiary’s properties (leasehold or fee), including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, or any resulting damages or injuries to the person or property of any third parties or to any natural resources; (e) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own comparative, contributory or sole negligence (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claimTo the extent that the undertakings to defend, demandindemnify, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under pay and hold harmless set forth in this Section unless such failure materially prejudices Borrower’s right 10.14 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to participate pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Administrative Agent-Related Person and each Lender and each of their respective Affiliates, directors, officers, agents, attorneys and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in the contest of such claim, demand, action or cause of actionconnection with, as hereinafter provided. Such Indemnitee may (and shalla result of, if requested by Borrower or in writing) contest any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the validitytransactions contemplated hereby or thereby, applicability and amount of such claim, demand, action any Loan or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice the use of the terms of such proposed settlement proceeds thereof or compromise reasonably any act or omission or event occurring in advance of settling or compromising connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or proceeding any such damages, whether or not accrued and shall obtain Borrower’s prior consent (which shall whether or not be unreasonably withheld known or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines suspected to exist in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lendersits favor.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Co-Lead Arrangers and each Lender and its Affiliates and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct misconduct, in each case, determined in a final, non-appealable decision by a court of competent jurisdiction, or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders. To the extent permitted by applicable law, Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, exemplary, incidental, consequential or punitive damages (including, without limitation, any lost profits, business or anticipated savings) which may be alleged as a result of, or otherwise arising in connection with, this Agreement or any agreement or instrument contemplated hereby or any Loan of the use of proceeds thereof.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys advisors and employees (collectively the “"Indemnitees”") from and against, and to pay upon demand: (a) any and all claims, demands, actions or causes of action (except that are asserted against any Indemnitee by any Person relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against any Borrower Party, any of their Affiliates or any of their officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) relating to, the Spinoff Documents, the Spinoff, the Line of BorrowerBusiness Transfer, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingExtension of Credit, (iii) or the relationship of any Borrower Party, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee's own negligence (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or as determined by a final nonappealable judgment by a court of competent jurisdiction. No Indemnitee shall be liable for any liabilitydamages arising from the use by others of information or other materials obtained through internet, loss, cost Intralinks or expense asserted against it by another Indemniteeother similar information transmission systems in connection with Extensions of Credit or the Loan Documents. If any claim, demand, action or cause The obligations of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for survive payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersObligations.

Indemnity by Borrower. Borrower agrees to shall indemnify, save defend, and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agents, attorneys attorneys, and employees (collectively each, an "Indemnitees" and collectively, the “"Indemnitees”") from and against: (a) against any and all claimsloss, demandsliability, actions or causes of action (except a obligation, damage, penalty, judgment, claim, demanddeficiency, actionand expense (including interest, or cause of action for any amount excluded from penalties, attorneys' fees, and amounts paid in settlement) to which the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency Indemnitees may become subject arising out of this Agreement and the other Loan Documents, other than those which arise by reason of the gross negligence or related to a claimwillful misconduct of Lender, demandBUT SPECIFICALLY INCLUDING ANY LOSS, action or cause of action described in clause (a) above; LIABILITY, OBLIGATION, DAMAGE, PENALTY, JUDGMENT, CLAIM, DEFICIENCY, OR EXPENSE ARISING OUT OF THE SOLE OR CONCURRENT NEGLIGENCE OF LENDER. Borrower shall also indemnify, protect, and (c) hold each Indemnitee harmless from and against any and all liabilities, obligations, losses, reasonable costs or damages, penalties, actions, judgments, suits, claims, proceedings, costs, expenses (including without limitation all reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee legal expenses whether or not suit is brought), and disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against such attorneys and other professional services) that any Indemnitee suffers Indemnitees, with respect to or incurs as a direct or 30 indirect result of the assertion violation by Borrower of any foregoing claimEnvironmental Law, demandor with respect to or as a direct or indirect result of Borrower's use, action generation, manufacture, production, storage, release, threatened release, discharge, disposal, or cause presence of action; provided that no Indemnitee shall be entitled to indemnification for any liabilitya Hazardous Material on, lossunder, cost from, or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemniteeabout real property. If any claim, demand, action or cause The provisions of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under and undertakings and indemnifications set forth in this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 6.12 shall survive the expiration or satisfaction and payment of the Obligations and termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed Agreement, but only as to losses, liabilities, obligations, damages, penalties, judgments, claims, deficiencies, or expenses arising prior to the Lenderssatisfaction and payment of the Obligations and termination of this Agreement.

Indemnity by Borrower. Except as limited by the other Loan Documents, Borrower agrees to indemnify, save and hold harmless the Administrative Agent hereby indemnifies Lender and each Lender affiliate thereof and their respective officers, directors, officersemployees, agentsand agents from, attorneys and employees (collectively the “Indemnitees”) from and holds each of them harmless against: (a) , any and all losses, liabilities, claims, demandsdamages, actions costs, and expenses to which any of them may become subject, insofar as such losses, liabilities, claims, damages, costs, and expenses arise from or causes relate to any of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion transactions contemplated thereby or from any investigation, litigation, or other proceeding, including, without limitation, any threatened investigation, litigation, or other proceeding relating to any of any foregoing claimthe foregoing, demandincluding, action or cause of action; provided that no Indemnitee shall be entitled but not limited to indemnification for any liability, loss, cost or expense caused by its indemnitee’s own gross negligence or willful misconduct strict liability. Without intending to limit the remedies available to Lender with respect to the enforcement of its indemnification rights as stated herein or as stated in any Loan Document, in the event any claims or demand is made or any other fact comes to the attention of Lender in connection with, relating or pertaining to, or arising out of the transaction contemplated by this Agreement, which Lender reasonably believes might involve or lead to some liability of Lender, Borrower shall, immediately upon receipt of written notification of any such claim or demand, assume in full the personal responsibility for and the defense of any liability, such claim or demand and pay in connection therewith any loss, cost damage, deficiency, liability or expense asserted against it by another Indemniteeobligation, including, without limitation, legal fees and court costs incurred in connection therewith. If In the event of court action in connection with any claim, such claim or demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall assume in full the responsibility for the defense of any such action and shall immediately satisfy and discharge any final decree or judgment rendered therein. Lender may, in its good faith discretion, make any payments sustained or incurred by reason of any of the foregoing; and Borrower shall immediately repay to Lender, in cash and not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in with proceeds of the contest of such claimLoan, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claimpayment, demand, action or cause with interest thereon at the maximum rate of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of interest permitted by applicable law from the terms date of such proposed settlement or compromise reasonably payment. Lender shall have the right to join Borrower as a party defendant in advance of settling or compromising such claim or proceeding any legal action brought against Lender, and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then Borrower hereby consents to the extent reasonably necessary to avoid such entry of an order making Borrower a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower party defendant to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenderssuch action.

Indemnity by Borrower. a. Borrower agrees to indemnify, save save, protect, and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agents, attorneys and employees (collectively the “Indemnitees”collectively, "indemnitees") from and against: (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) indemnitee by any Person if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related solely to a claim, demand, action or cause of action described in clause (a) abovethat the Person has or asserts against Borrower and arises out of or relates to the relationship between Borrower and Lender under this Agreement or the Term Note; and (cii) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the disbursements and reasonably estimated allocated costs and expenses of attorneys employed by any Indemnitee in-house legal counsel and disbursements of such attorneys legal staff and other professional services) that any Indemnitee indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee indemnitee shall be entitled to indemnification for any liabilityclaims, lossdemands, cost action, causes of action, liabilities, losses, costs, or expense expenses caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. misconduct. b. If any claim, demand, action proceeding shall be brought or cause of action is asserted against any Indemniteeindemnitee in respect of which indemnity may be sought from Borrower hereunder, such Indemnitee indemnitee promptly shall notify Borrower in writing, and Borrower shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the indemnitee and the payment of all fees and expenses incurred in connection with the defense thereof; provided, that the failure of any indemnitee to give such notice shall not relieve Borrower of his obligations pursuant to this Agreement except to the extent that it shall be determined by a court of competent jurisdiction that such failure shall have materially and adversely prejudiced Borrower. (1) Borrower has agreed to pay such fees and expenses; or (2) Borrower shall have failed promptly notify to assume the defense of such action, claim or proceeding and to employ counsel reasonably satisfactory to such indemnitee in any such action, claim or proceeding; or (3) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnitee and Borrower, but and such indemnitee shall have been advised in writing by counsel that a conflict of interest may exist if such counsel represents such indemnitee and Borrower (and in the failure case of any of (1), (2) or (3), if such indemnitee notifies Borrower in writing that it elects to so promptly notify employ separate counsel at the expense of Borrower, Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s have the right to participate assume the defense thereof and such counsel shall be at the expense of Borrower). No indemnitee will be subject to any liability for any settlement made without its consent. Borrower shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnitee of a release, in form and substance reasonably satisfactory to the contest indemnitee, from all liability in respect of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may such indemnitee would be liable for payment entitled to indemnification hereunder (whether or not any indemnitee is a party thereto). All fees and expenses of indemnity hereunder the indemnitee (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such action or proceeding in a manner not inconsistent with this Section 9.9) shall give Borrower be paid to the indemnitee, as incurred, upon written notice thereof to Borrower (regardless of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall whether it is ultimately determined that an indemnitee is not be unreasonably withheld or delayedentitled to indemnification hereunder). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, ; provided, that if Borrower may require such legal counsel determines in good faith that representing indemnitee to undertake to reimburse all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then fees and expenses to the extent reasonably necessary it is finally judicially determined by a court of competent jurisdiction (which determination is not subject to avoid appeal or review) that such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be indemnitee is not entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)indemnification hereunder. Any obligation or liability of Borrower to any Indemnitee indemnitee under this Section 11.11 9.9 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings the Term Loan and the payment and performance of all other Obligations owed to the LendersLender.

Indemnity by Borrower. Borrower agrees to indemnifyindem- nify, save and hold harmless the Administrative Agent Creditors and each Lender the Arranger and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: : (a) any Any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower shareholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders Banks under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any Any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any Any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest, provided that unless the Indemnitee reasonably determines that allowing Borrower to control the defense thereof would unreasonably expose such Indemnitee to a liability which Borrower is not capable of repaying, Borrower shall have the right to control the defense thereof using counsel for Borrower reasonably acceptable to the Indemnitee, provided that Borrower shall promptly provide copies of all pleadings to the Indemnitees and shall diligently prosecute the defense of all indemnified claims in good faith. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayedwithheld). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel coun- sel or that a defense or counterclaim is available to an Indemnitee Indem- nitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest xxterest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the LendersBanks.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Agent-Related Persons and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: : (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition Taxes of “Taxes” in Section 3.10(e)Lenders) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerany Borrower Party, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of any Borrower Party and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of actionaction thereto, including those liabilities caused by an Indemnitee's own negligence 119 126 (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender Creditor and their respective parent corporations, Subsidiaries, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: : (a) any Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than any Indemnitee or any Party) if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action, action or cause of action for that such Person asserts or may assert against Borrower, any amount excluded Affiliate of Borrower or any officer, director or shareholder of Borrower, provided that the same relates to or arises from the definition this Agreement, any other Loan Document, or any transaction contemplated hereunder or thereunder; (b) Any and all claims, demands, actions or causes of “Taxes” in Section 3.10(e)action that are asserted against any Indemnitee by any Person (other than any Indemnitee or any Party) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Commitments, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingLoan or Letter of Credit, (iii) or the relationship of Borrower and the Lenders Creditors under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any Any administrative or investigative proceeding by any Governmental Agency governmental agency arising out of or related to a claim, demand, action or cause of action described in clause clauses (a) or (b) above; and (cd) any Any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and (including the reasonably allocated costs cost of attorneys employed by any Indemnitee in-house counsel) and disbursements of such attorneys and other reasonable professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemniteemisconduct. If any such claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify BorrowerBorrower in writing, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claimSection, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then except to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)Borrower is materially prejudiced thereby. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the LendersObligations.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Agent-Related Persons and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees employees, or any holding company thereof (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action, including, without limitation, any environmental claims, actions, demands or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition Taxes of “Taxes” in Section 3.10(e)Lenders) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerany Borrower Party, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or 97 98 contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of any Borrower Party and the Lenders under this Agreement, including, without limitation, the granting of any pledge or (iv) security interest in the Loan Documents or the Revolving Facility in any other manner or aspectOxford Pledged Collateral; (b) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated settlement costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesor Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of actionaction thereto, including those liabilities caused by an Indemnitee's own negligence (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: : (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.this

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender Creditors and their respective members, directors, officers, agents, affiliates, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Commitment, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower between any such Person and the Lenders Creditors under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for as to any liability, loss, cost claim asserted by that Indemnitee against Borrower to the extent that Borrower prevails on that claim in a final and non-appealable determination by a court of competent jurisdiction or expense asserted against it by another Indemniteean arbitrator appointed in accordance herewith. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s ’s, as applicable, right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Each Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action with counsel of its own choosing and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)proceeding. In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)counsel. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and Agreement, the repayment of all Borrowings Loans, and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. (a) In addition to the payment of expenses pursuant to Section 8.1, whether or not the transactions contemplated hereby shall be consummated, Borrower shall, subject to the provisions of this Section 8.2, indemnify, pay and hold Lender, and any holder of any Note, and the officers, directors, employees, agents, affiliates and attorneys of Lender and such holder (collectively, the "Indemnitees") harmless from and against any and all out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees and costs of the Indemnitees in connection with any investigative, arbitral, administrative or judicial proceeding commenced or threatened, whether or not the Indemnitees shall be designated a party thereto) that are imposed on, incurred by or asserted against any Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents, Lender's agreement to make the Loans hereunder, the use or intended use of the proceeds of any Loan or the exercise of any right or remedy hereunder or under any other Loan Document (collectively, the "Indemnified Liabilities"); provided, that (i) no Indemnitee shall be held harmless or indemnified hereunder for its own gross negligence, willful misconduct or bad faith or breach of this Agreement or any other Loan Document, and (ii) nothing herein shall affect the obligations and liabilities of Lender to Borrower contained herein or in any other Loan Document. Borrower shall be obligated to pay or reimburse each Indemnitee for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnitee in the defense of any claim arising out of any Indemnified Liability at the time such costs and expenses are incurred and Lender has given Borrower written notice thereof. The foregoing indemnity shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated by this Agreement or any of the Loan Documents, the repayment of the Loans and the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made on behalf of Lender or the content or accuracy of any representation or warranty made by Borrower or any Affiliate under this Agreement or any other Loan Document. Lender may (but shall not be obligated to) appear in, or defend, or in good faith commence any action or proceeding purporting to affect the Loans, any property or the respective rights and obligations of Lender and Borrower or any Affiliate pursuant to any Loan Document. Lender may (but shall not be obligated to) pay all necessary expenses, including reasonable attorneys' fees and expenses incurred in connection with such proceedings or actions, which Borrower agrees to repay to Lender upon demand together with interest thereon at the Interest Rate then applicable to the Senior Loan (or the Default Rate, if applicable) from the date of payment by Lender to the date of repayment by Borrower. To the extent that the undertaking to indemnify, save pay and hold harmless set forth in this Section 8.2 may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the Administrative Agent maximum portion that it is permitted to pay and satisfy under applicable laws to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. (b) In addition to any other indemnity hereunder, Borrower shall indemnify and hold the Indemnitees harmless against, and promptly pay on demand or reimburse each Lender and their respective directorsof them with respect to, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, losses, damages, liabilities, costs and expenses of any and every kind or cause nature whatsoever, including, without limitation, those based upon negligence, sole negligence, contractual comparative negligence, concurrent negligence or strict liability, asserted against or incurred by any of action for any amount excluded from the definition them by reason of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises arising out of or relates in any way related to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of the breach by Borrower or any partner, officer, director, stockholder, Affiliate of any representation or other equity interest holder of Borrower relating to the Revolving Facilitywarranty set forth herein regarding Environmental Laws, (ii) the use failure of Borrower or contemplated use of proceeds of any BorrowingAffiliate to perform any obligation required herein or in any Loan Document or any Material Agreement to be performed pursuant to Environmental Laws, and (iii) any violation or alleged violation by Borrower or any Affiliate of any obligation or liability arising under any Environmental Law (collectively, the relationship "Environmental Indemnity Matters"). Borrower shall be obligated to pay or reimburse each Indemnitee for all reasonable out-of-pocket costs and expenses (including, without limitation, consultants', engineers' and attorneys' fees and expenses) incurred by such Indemnitee in response to and/or in the defense of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency claim arising out of or related to a claim, demand, action or cause of action described in clause (a) above; any Environmental Indemnity Matter at the time such costs and (c) any expenses are incurred and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give has given Borrower written notice thereof. The provisions of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees 8.2(b) shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemniteespayable upon written demand therefor, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or final payment of all of the Obligations and the termination of this Agreement and the repayment of all Borrowings shall continue thereafter in full force and the payment and performance of all other Obligations owed to the Lenderseffect.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender Lender, its Affiliates and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from ----------- and against: : (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against any Borrower Party, any of their Affiliates or any of their officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitment, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) or the relationship of any Borrower Party and the Lenders Lender under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee's own negligence (all the foregoing, collectively, the "Indemnified Liabilities") net, in each ----------------------- case, of insurance proceeds received by such Indemnitee; provided that no -------- Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost loss or expense claim asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. The Borrower agrees to indemnify, save and hold harmless the Administrative Agent Agent, each Issuing Bank (other than any Third Party Issuer), the LC Guarantor and each Lender and each of their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than the Agent or a Lender) if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action, action or cause of action for that such Person asserts or may assert against the Borrower or against any amount excluded from Affiliate of the definition Borrower or any officer, director or shareholder of “Taxes” the Borrower or any Affiliate of the Borrower, in Section 3.10(e)its capacity as such Affiliate, officer, director or shareholder; (b) any and all claims, demands, actions or causes of action if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingRevolving Loan, (iii) or the relationship of Borrower the Borrower, or any Affiliate of the Borrower, and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any and all claims, demands, actions or causes of action if the claim, demand, action or cause of action arises out of or relates to the Borrower's or any of its Affiliate's compliance or noncompliance with the requirements of any Environmental Law; (d) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause clauses (a), (b) or (c) above; and (ce) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemniteemisconduct. If any claim, demand, action or cause the Borrower does not diligently undertake and continue the good faith defense of action is asserted against any an Indemnitee with counsel reasonably acceptable to such Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure is authorized to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate employ counsel of its own choosing in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with defending against any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee13.9; provided that each Indemnitee shall endeavor, all such Indemnitees shall be represented in connection with any matter covered by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the this Section 13.9 that also involves other Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; . Whenever practicable, upon obtaining actual knowledge of any event that would entitle the Agent and/or any Lender, and/or any such Issuing Bank and/or the LC Guarantor to be indemnified under this Section 13.9, the Agent shall endeavor to provide notice to the Borrower of such fact and further provided that the Administrative Agent (as an Indemnitee) and the Lenders shall at all times be cooperate with the Borrower to endeavor to minimize the liabilities for which the Agent and/or any such Issuing Bank and/or the LC Guarantor and/or any Lender is entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)indemnified. Any obligation or liability of the Borrower to any Indemnitee under this Section 11.11 13.9 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Agent, such Issuing Banks, the LC Guarantor and the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and -98- 105 employees (collectively collectively, the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Excluded Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that (i) no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense of the foregoing caused by its own gross negligence or willful misconduct or breach of any of its obligations under this Agreement and the other Loan Documents or for any liability, loss, cost or expense of the foregoing asserted against it by another IndemniteeIndemnitee and (ii) none of Wellx Xxxgo & Company nor any of its Subsidiaries (collectively, the "Wellx Xxxgo Entities") shall be entitled to indemnification for any loss, liability, cost or expense incurred by any Wellx Xxxgo Entity solely as a result of, or otherwise in connection with or arising with respect to, such Wellx Xxxgo Entity's equity ownership interest in West Coast. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate parti cipate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, ; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably reason ably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.Any

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: : (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: : (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim counter claim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent, the Co-Agent and each Lender Bank and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: : (a) any Any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.10(c)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower shareholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders Banks under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any Any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any Any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such -89- claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayedwithheld). In connection with any claim, demand, action or cause of action covered by this Section 11.11 11.10 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 11.10 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the LendersBanks.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: : (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s right 's rights to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. The Borrower agrees to indemnify, save save, and hold harmless the Administrative Agent Agent, each Lender, each Lead Arranger and each Lender Bookrunner and the Lead Arranger and their respective Affiliates, and the directors, officers, agentsemployees, attorneys attorneys, consultants and employees advisors of or to any of the foregoing (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions actions, or causes of action (except a if the claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of the Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower its Affiliates relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship among any of Borrower the Borrower, the Administrative Agent, the Lenders, the Lead Arrangers and Bookrunners and the Lenders Lead Arranger under this Agreement (including, for the avoidance of doubt, the execution or delivery of this Agreement, any other Credit Document or (iv) any agreement or instrument contemplated hereby or thereby, the Loan Documents performance of the obligations hereunder or thereunder or the Revolving Facility in any other manner consummation of the transactions contemplated hereby or aspectthereby); (b) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action action, or cause of action described in clause subsection (a) above; and (c) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ fees and the reasonably allocated costs expenses of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional serviceslegal counsel) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action action, or cause of actionaction thereto; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused solely by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it (as determined by another Indemnitee. If any claim, demand, action or cause a court of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result competent jurisdiction in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; final and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoingnon-appealable decision). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to shall indemnify, save and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agents, attorneys attorneys, and employees (collectively collectively, the “Indemnitees”"indemnitees") from and against: (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) indemnitee by any Person if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act a claim, demand, action or omission (cause of action that the Person asserts or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of may assert against Borrower or any partner, officer, director, stockholder, or other equity interest holder Affiliate of Borrower relating to the Revolving FacilityBorrower, (ii) any and all claims, demands, actions or causes of action that are asserted against any indemnitee if the use claim, demand, action or contemplated cause of action directly or indirectly relates to the Revolving Credit Commitment, the Term Loan Commitment, the use of proceeds of any Borrowing, (iii) the Revolving Credit Loans or the Term Loan or the relationship of Borrower and the Lenders Lender under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (biii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority directly or indirectly related to a claim, demand, action or cause of action described in clause clauses (ai) above; or (ii) above and (civ) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section to Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of Lender or for any liability, loss, cost or expense asserted against it the breach by another Indemnitee. If any claim, demand, action or cause Lender of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)Agreement. Any obligation or liability of Borrower to any Indemnitee indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersObligations.

Indemnity by Borrower. Borrower agrees to shall indemnify, save save, and hold harmless the Administrative Agent and each Lender Lenders and their respective directors, officers, agentslenders, attorneys attorneys, and employees (collectively singularly or collectively, the “Indemnitees”"Indemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents issued pursuant thereto, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowingthe Loans, (iii) or the relationship of Borrower and the Lenders under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority directly or indirectly related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section 5.16 to the Lenders with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of the Lenders or for their assignees or the breach by any liabilityLender or their assignees of this Agreement or any other Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by the Lenders or their assignees of any intercreditor or participation agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteethe Lenders or their assignees, or from the transfer or disposition by the Lenders of any Debenture or the Common Stock issued upon conversion of the Debenture. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right or ability to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such Indemnitee's failure to properly notify Borrower materially prejudices Borrower's right or ability to participate in the contest of such claim, demand, action, or cause of action, then said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said Indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower's expense) shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment to or on behalf of indemnity an Indemnitee hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.'s written concurrence

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”"INDEMNITEES") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against any Credit Party, any of their Affiliates or any of their officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, any Subsidiary or other Affiliate of Borrower or any partnerthe Loan Documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) or the relationship of Borrower any Credit Party, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee's own negligence (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); provided PROVIDED that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person, each other Agent, each Person identified on the Administrative Agent cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner, each Issuing Lender and each Lender and their respective Affiliates and their and their Affiliates’ respective directors, officers, agents, attorneys and employees (collectively 64 the “Indemnitees”) from and against: (ai) any and all claims, demands, actions or causes of action (except that are asserted against any Indemnitee by any Person relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any of its officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Loan Documents, the Revolving FacilityCommitments, (ii) the use or contemplated use of the proceeds of any BorrowingExtension of Credit, (iii) or the relationship of Borrower Borrower, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (biii) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause clauses (ai) or (ii) above; and (civ) any and all liabilitiesliabilities (including liabilities under indemnities), losses, reasonable costs or expenses (including reasonable attorneys’ fees and Attorney Costs (limited to one law firm for Lenders unless Lenders have differing interests or defenses that preclude the reasonably allocated costs engagement of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) one law firm to represent Lenders)), that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, including settlement costs incurred with the prior written consent of Borrower (which consent shall not be unreasonably withheld), whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liabilityIndemnified Liability to the extent (i) it is found by a final, lossnon-appealable judgment of a court of competent jurisdiction to arise from (x) the bad faith, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause gross negligence of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s or (y) a material breach by such Indemnitee of its express obligations under this Section unless such failure materially prejudices Borrower’s right to participate Agreement; or (ii) not resulting from an act or omission of Borrower or any of its Affiliates in the contest respect of such a claim, demandlitigation, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim investigation or proceeding by one Lender against another Lender (in each case, for which Borrower may the avoidance of doubt, excluding each of the Agents and each Person identified on the cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner in each case in its capacity as such). In no event shall any Indemnitee be liable for payment any damages arising from the use by unauthorized Persons of indemnity hereunder shall give Borrower written notice of the terms of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then Persons except to the extent reasonably necessary it is found by a final, non-appealable judgment of a court of competent jurisdiction to avoid such a conflict of interest arise from the bad faith, willful misconduct or to permit unqualified assertion gross negligence of such a defense or counterclaimIndemnitee. This Section 10.13 shall not apply with respect to taxes other than any taxes that represent losses, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemniteeclaims, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)damages, etc. Any obligation or liability of Borrower to arising from any Indemnitee under non-tax claim. The agreements in this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersObligations.

Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against any Borrower Party, any of their Affiliates or any of their officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) or the relationship of any Borrower Party, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an Indemnitee, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under The agreements in this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersObligations.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender Creditor and their respective parent corporations, Subsidiaries, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”"INDEMNITEES") from and against: : (a) any Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except OTHER THAN any Indemnitee or any Party) if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action, action or cause of action for that such Person asserts or may assert against Borrower, any amount excluded Affiliate of Borrower or any officer, director or shareholder of Borrower, PROVIDED that the same relates to or arises from the definition this Agreement, any other Loan Document, or any transaction contemplated hereunder or thereunder; (b) Any and all claims, demands, actions or causes of “Taxes” in Section 3.10(e)action that are asserted against any Indemnitee by any Person (OTHER THAN any Indemnitee or any Party) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Commitments, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingLoan or Letter of Credit, (iii) or the relationship of Borrower and the Lenders Creditors under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any Any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause clauses (a) or (b) above; and (cd) any Any and all liabilities, losses, reasonable costs or expenses (including INCLUDING reasonable attorneys’ ' fees and (including the reasonably allocated costs cost of attorneys employed by any Indemnitee in-house counsel) and disbursements of such attorneys and other reasonable professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided PROVIDED that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemniteemisconduct. If any such claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify BorrowerBorrower in writing, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)Section. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the LendersObligations.

Indemnity by Borrower. Borrower agrees to indemnify, save and --------------------- hold harmless the Administrative Managing Agent and each Lender Bank and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and ----------- against: : (a) any and all claims, demands, actions or causes of action (except a ------ claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause ------- of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower their Affiliates or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders Banks under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or - expenses (including reasonable attorneys’ ' fees and the reasonably allocated --------- costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense -------- loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s ' obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s ' prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal -------- counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Managing Agent (as an ------- -------- Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Managing Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and Agreement, the repayment of all Borrowings Loans, the expiration or termination of all Letters of Credit and the payment and performance of all other Obligations owed to the LendersBanks.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each of the Administrative Agent Creditors and each Lender the Lead Arranger and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”"INDEMNITEES") from and against: : (a) any Any and all claims, demands, actions or causes of action (except EXCEPT a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower shareholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan or Letter of Credit, (iii) or the relationship of Borrower and the Lenders Creditors under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any Any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any Any and all liabilities, losses, reasonable costs or expenses (including reasonable INCLUDING attorneys’ ' fees and the reasonably -105- allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided PROVIDED that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest, PROVIDED that unless the Indemnitee reasonably determines that allowing Borrower to control the defense thereof would unreasonably expose such Indemnitee to a liability which Borrower is not capable of repaying, Borrower shall have the right to control the defense thereof using counsel for Borrower reasonably acceptable to the Indemnitee, PROVIDED that Borrower shall promptly provide copies of all pleadings to the Indemnitees and shall diligently prosecute the defense of all indemnified claims in good faith. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayedwithheld). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, providedIndemnitees and reasonably acceptable to Borrower; PROVIDED, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided FURTHER PROVIDED that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent, the Lead Arranger and Sole Book Manager, the Syndication Agent, the Documentation Agent and each Lender Bank and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: : (a) any Any and all claims, demands, actions or causes of action (except a claim, demand, action, action or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.10( c)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower shareholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders Banks under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any Any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any Any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayedwithheld). In connection with any claim, demand, action or cause of action covered by this Section 11.11 11.10 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent and the Lead Arranger and Sole Book Manager (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent and Lead Arranger and Sole Book Manager or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 11.10 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the LendersBanks.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective Affiliates, directors, officers, agents, advisors, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all third party claims, demands, litigation, proceeding, actions or causes of action (except a third party claim, demand, actionlitigation, proceeding, action or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.11(a)) if the third party claim, demand, litigation, proceeding, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, Parent, any Subsidiary or other Affiliate of Borrower or Parent, or any partner, officer, director, stockholder, or other equity interest holder of Borrower or Parent relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingBorrowing or in connection with any Letter of Credit, (iii) any information provided to the Administrative Agent or any Lenders by Borrower, Parent or any of their subsidiaries, (iv) the timing of any public disclosures made or not made by Borrower, Parent or any of their Subsidiaries, (v) any related transaction, (vi) any third party brokerage fees other than those expressly agreed to by the Administrative Agent or a Lender, (vii) the sending of any materials or information through electronic, telecommunications or other information transmittal systems, (viii) the relationship of Borrower and the Lenders under this Agreement, (ix) the Commitments, (x) the Collateral, or (ivxi) the Loan Documents or the Revolving Facility in any other manner or aspect, in each case, regardless of any Indemnitee is a party to any of the foregoing; (b) any administrative or investigative proceeding or investigation by any Governmental Agency arising out of or related to a claim, demand, action or cause of action any item described in clause (a) above; and (c) any and all liabilities, losses, damages, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of in-house attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion assertion, institution or conduction (as applicable) of any foregoing third party claim, demand, litigation, investigation, proceeding, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, lossdamage, cost or expense asserted (a) to the extent arising solely from any claim against it such Indemnitee from another Indemnitee or (b) that are found by another a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, or gross negligence of such Indemnitee or such Indemnitee’s directors, officers, employees, agents, advisors, attorneys and Affiliates. No Indemnitee shall be liable to Borrower, Parent or any of their Subsidiaries or any Affiliates thereof or to Borrower’s, Parent’s or any of their Subsidiaries’ or any of their Affiliate’s respective security holders or creditors for any special, indirect, consequential or punitive damages relating to the Revolving Facility or any of the other matters described in the preceding sentence or for any damages arising from the use by others of confidential information or other materials sent through electronic, telecommunications or other information transmittal systems. If any third party claim, demand, litigation, investigation, proceeding, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such third party claim, demand, litigation, proceeding, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and so long as no Event of Default has occurred and is continuing and Borrower is current on all payments under the Loan Documents including under this Section 11.11, such Indemnitee shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any third party claim, demand, litigation, investigation, proceeding, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoingAdministrative Agent) selected by the Indemnitees, Administrative Agent; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees covenants and agrees, at its sole cost and expense and without limiting any other rights which Lender has hereunder, to indemnify, protect and save and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, employees, consultants, agents, attorneys and employees attorneys, or any other Person affiliated with or representing Lender (collectively the each, an “IndemniteesIndemnified Person”) harmless against and from and against: (a) any and all claims, damages, losses, liabilities, obligations, demands, actions defenses, judgments, costs, disbursements or causes Lenders’ Expenses of action (except a any kind or of any nature whatsoever which may be imposed upon, incurred by or asserted or awarded against Lender and related to or arising from the following, unless such claim, demand, action, loss or cause damage shall be based upon the gross negligence or willful misconduct of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action Lender or cause of action arises out of or relates to such Indemnified Person: (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (iia) the use or transactions contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) by the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and expenses); (b) any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of Borrower, and the reasonably allocated costs reasonable expenses of attorneys employed investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any Indemnitee and disbursements of broker (other than any broker retained by Lender) asserting any right to payment for the transactions contemplated hereby which may be imposed on, incurred by or asserted against such attorneys and other professional services) that any Indemnitee suffers or incurs Indemnified Person as a result of or in connection with the assertion transactions contemplated hereby and the use or intended use of the proceeds of the loan proceeds; (c) any foregoing claimbreach by Borrower of the representations, demandwarranties, action covenants, or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost other obligations or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested agreements made by Borrower in writingthis Agreement or in any agreement related hereto or thereto; (d) contest the validityviolation by Borrower of any state or federal law, applicability and amount of such claim, demand, action rule or cause of action and shall permit regulation; (e) a material misrepresentation made by Borrower to participate Lender; and (f) any governmental fees, charges, taxes or penalties levied or imposed in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower respect to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all Collateral (other Obligations owed to the Lendersthan income taxes).

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Obligor, any Affiliate of Borrower any Obligor or any partner, officer, director, stockholder, or other equity interest holder of Borrower any Obligor relating to any of the Revolving FacilityFacilities, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, --------------------- save and hold harmless the Administrative Agent and each Lender Bank and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, ----------- actions or causes of action (except a claim, demand, action, or cause of ------ action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out ------- of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders Banks under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and - all liabilities, losses, reasonable costs or expenses (including reasonable --------- attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to -------- indemnification under this Section for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith -------- that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further ------- provided that the Administrative Agent (as an Indemnitee) shall at all -------- times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and Agreement, the repayment of all Borrowings Loans, the expiration or termination of all Letters of Credit and the payment and performance of all other Obligations owed to the LendersBanks.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Co-Lead Arrangers and each Lender and its Affiliates and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all pending claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan or any Letter of Credit, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its material breach of, or material failure to perform, any of its obligations under this Agreement or its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). Borrower agrees that it shall not settle any such claim or proceeding involving any Indemnitee without the prior written consent of such Indemnitee, unless such settlement shall (a) includes a provision unconditionally releasing such Indemnitee from and holding such Indemnitee harmless against all liability in respect of claims by the releasing party related to or arising from the matters at issue in such claim or proceeding and (b) does not include any admission or stipulation as to fault or liability. In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and all Letters of Credit and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: : (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Obligor, any Affiliate of Borrower any Obligor or any partner, officer, director, stockholder, or other equity interest holder of Borrower any Obligor relating to any of the Revolving FacilityFacilities, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.this

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Co-Lead Arrangers and each Lender and its Affiliates and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan or any Letter of Credit, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and all Letters of Credit and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, defend, save and hold harmless the Administrative Agent and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively collectively, the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than another indemnitee) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan or any collateral given to secure the Obligations, (iii) or the relationship of Borrower and the Lenders Indemnitees under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) all liabilities, claims, actions, loss, damages, including, without limitation, foreseeable and unforeseeable consequential damages, costs and expenses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Indemnitees' counsel) directly or indirectly arising out of or resulting from any Hazardous Substance being present at any time in or around any part of the property of Borrower or any Subsidiary, or in the soil, groundwater or soil vapor on or under such property, including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, or any resulting damages or injuries to the person or property of any third parties or to any natural resources; and (e) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this This Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 10.14 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.Agreement. Fusion NBS Acquisition Corp. Credit Agreement

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Agents, the Co-Arrangers, and each Lender Bank and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: : (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders Banks under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative adminis- trative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim counter- claim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the LendersBanks.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Lead Arranger and each Lender and its Affiliates and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender Creditors and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower Obligor, their respective Affiliates or any partnerof their respective partners, officerofficers, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) Letter of Credit or Swing Line Advance, or the relationship of Borrower between any such Person and the Lenders Creditors under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and and, without duplication, the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for (i) any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct misconduct, (ii) any claims or for causes of action between two or more of the Creditors or (iii) as to any liability, loss, cost claim asserted by that Indemnitee against Borrower to the extent that Borrower prevails on that claim in a final and non-appealable determination by a court of competent jurisdiction or expense asserted against it by another Indemniteean arbitrator appointed in accordance herewith. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Each Indemnitee may (and shall, if requested by Borrower in writingi) contest the validity, applicability and amount of such claim, demand, action or cause of action with counsel of its own choosing and shall permit (ii) reasonably (as determined by a Lender providing credit facilities substantially similar to those described in this Agreement) settle or compromise any claim or proceeding for which Borrower to participate in such contestmay be liable for payment of indemnities hereunder. Any Indemnitee that proposes to so settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)proceeding. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and Agreement, the repayment of all Borrowings Loans, the expiration or termination of all Letters of Credit and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Agent, the Arranger and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: , (a) any Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than the Administrative Agent, the Arranger or a Lender) if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action, action or cause of action for that such Person has or asserts against Borrower, any amount excluded from Affiliate of Borrower or any officer, director or shareholder of Borrower and relating to the definition Loan Documents; (b) Any and all claims, demands, actions or causes of “Taxes” in Section 3.10(e)) action that are asserted against any Indemnitee if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of between Borrower and the Lenders under this Agreement, or (iv) any of the Loan Documents or the Revolving Facility in any other manner or aspecttransactions contemplated thereby; (bc) any Any and all administrative or investigative proceeding proceedings by any Governmental Agency arising out of or related to a any claim, demand, action or cause of action described in clause clauses (a) or (b) above; and (cd) any Any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ , fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of actionthe foregoing; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted misconduct. Each Indemnitee is authorized to employ counsel of its own choosing in enforcing its rights hereunder and in defending against it by another Indemnitee. If any claim, demand, action or action, cause of action is asserted against any Indemnitee, such or administrative or investigative proceeding covered by this Section; provided that each Indemnitee shall promptly notify Borrowerendeavor, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action matter covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the also involves other Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall be and hereby is covered and secured by the Loan Documents and the Collateral, and shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to shall indemnify, save save, and hold harmless harmless, the Administrative Agent and each Lender Lenders and their respective directors, officers, agentslenders, attorneys attorneys, and employees (collectively singularly or collectively, the “Indemnitees”"Indemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents issued pursuant thereto, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowingthe Loans, (iii) or the relationship of Borrower and the Lenders under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority directly or indirectly related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section 5.16 to the Lenders with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of the Lenders or for their assignees or the breach by any liabilityLender or their assignees of this Agreement or any other Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by the Lenders or their assignees of any intercreditor or participation agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteethe Lenders or their assignees, or from the transfer or disposition by the Lenders of any Debenture or the Common Stock issued upon conversion of the Debenture. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right or ability to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such Indemnitee's failure to properly notify Borrower materially prejudices Borrower's right or ability to participate in the contest of such claim, demand, action, or cause of action, then said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said Indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower's expense) shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that -------------------------------------------------------------------------------- 25 30 Agreement (Continued) -------------------------------------------------------------------------------- proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment to or on behalf of indemnity an Indemnitee hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s written concurrence thereto. In connection with the event that said Indemnitee fails to obtain Borrower's prior written consent to any such settlement or compromise, said Indemnitee shall have no right to receive and Borrower shall have no obligation to pay any indemnification amounts hereunder. Each Indemnitee may employ counsel, which counsel shall be reasonably acceptable to Borrower, in enforcing its rights hereunder and in defending against any claim, demand, action action, or cause of action covered by this Section 11.11 against more than one 5.16; provided, however, that each Indemnitee shall endeavor in connection with any matter covered by this Section 5.16 which also involves any other Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that , including by allowing Borrower to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 5.16 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebentures.

Indemnity by Borrower. Borrower agrees to shall indemnify, save and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agentslenders, attorneys and employees (collectively the “Indemnitees”"Indemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of action, directly or indirectly, relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents issued pursuant thereto, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowingthe Loans, (iii) or the relationship of Borrower and the Lenders Lender under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority, directly or indirectly, related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; PROVIDED, HOWEVER, that Borrower shall have no obligation under this Section 5.16 to the Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of the Lender or for its assignees or the breach by Lender or its assignees of this Agreement or any liabilityother Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by the Lender or its assignees of any intercreditor or participation agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteethe Lender or its assignees, or from the transfer or disposition by the Lender of any Debentures or the Common Stock issued upon conversion of the Debentures. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right or ability to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such Indemnitee's failure to properly notify Borrower materially prejudices Borrower's right or ability to participate in the contest of such claim, demand action or cause of action, then said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said Indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower's expense) shall, in good faith, contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable liable, for payment to or on behalf of indemnity hereunder an Indemnitee hereunder, shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s written concurrence thereto. In connection with the event that said Indemnitee fails to obtain Borrower's prior written consent to any such settlement or compromise, said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Each Indemnitee may employ counsel, which counsel shall be reasonably acceptable to Borrower, in enforcing its rights hereunder and in defending against any claim, demand, action or cause of action covered by this Section 11.11 against more than one 5.16; PROVIDED, HOWEVER, that each Indemnitee Agreement (Continued) -------------------------------------------------------------------------------- shall endeavor in connection with any matter covered by this Section 5.16 which also involves any other Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that , including allowing Borrower to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 5.16 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebentures.

Indemnity by Borrower. Borrower agrees to indemnify, defend, save and hold harmless the Administrative Agent and each Lender and their respective its participants, directors, officers, agents, attorneys and employees and their respective successors and assigns (collectively collectively, the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Lender or a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)participant) if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause that such Person has or asserts against Borrower, any Affiliate of Borrower or any officer, director or principal of Borrower and arises out of or relates to the relationship between Borrower and Lender under any of the Loan Documents or the transactions contemplated thereby; (ab) aboveany and all liabilities, losses, costs or expenses (including attorneys’ fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result, directly or indirectly, of any event, circumstance or matter occurring by reason of Lender making the Loan and/or with respect to the Property, the Separate Property or other Collateral; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted misconduct. Each Indemnitee is authorized to employ counsel of its own choosing in enforcing its rights hereunder and in defending against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)11.10. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 11.10 shall be and hereby is covered and secured by the Loan Documents and the Collateral, and shall survive the expiration or termination of this Agreement and the repayment of all Borrowings the Loan and the payment and performance of all other Obligations owed to the LendersLender.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Lead Arranger and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower agrees will, subject to the provisions of this Section 8.3, indemnify, save pay and hold harmless the Administrative Disbursement Agent and each Lender the DSRA Agent, and their respective officers, directors, officersemployees, agents, attorneys affiliates and employees attorneys, (collectively collectively, the “Indemnitees”"INDEMNITEES") harmless from and against: (a) against any and all claimsout-of-pocket liabilities, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilitiesobligations, losses, reasonable costs or damages, penalties, actions, judgments, suits, claims, costs, expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys any kind or nature whatsoever (including without limitation reasonable documented attorneys' fees and other professional servicescosts of the Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Indemnitees are designated a party thereto) that any Indemnitee suffers are imposed on, reasonably incurred by or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, in any manner relating to or arising out of this Disbursement Agreement or the other Loan Documents or the exercise of any right or remedy hereunder or under any other Loan Document (collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that Borrower will have no obligation to any Indemnitee if a court of competent jurisdiction renders a judgment, final and not subject to appeal or review, that such Indemnified Liabilities arise from the gross negligence, willful misconduct or bad faith of such Indemnitee. Borrower will arrange to pay or reimburse each Indemnitee for all reasonable documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees and expenses) reasonably incurred by such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest defense of any claim arising out of any Indemnified Liability at the time such claim, demand, action costs and expenses are incurred and such Indemnitee has given Borrower written notice thereof and an opportunity to consult or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contestdefense or otherwise mitigate such costs. Any Indemnitee The foregoing indemnity will remain operative and in full force and effect for one year from the earlier of (x) the termination of this Disbursement Agreement or (y) the resignation or removal of the Disbursement Agent or the DSRA Agent by the Administrative Agent. To the extent that proposes the undertaking to settle or compromise any claim or proceeding for which Borrower indemnify, pay and hold harmless set forth in this Section 8.3 may be liable for unenforceable because it is violative of any law or public policy, Borrower will contribute the maximum portion that it is permitted to pay and satisfy under applicable laws to the payment and satisfaction of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged Indemnified Liabilities incurred by the Indemnitees or attorneys employed by an Indemnitee or a combination any of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lendersthem.

Indemnity by Borrower. Borrower agrees to shall indemnify, save save, and hold harmless the Administrative Agent and each Lender and their respective its shareholders, directors, officers, agents, attorneys attorneys, and employees (collectively collectively, the “"Indemnitees”") from and against: (a) any and all claims, demands, actions actions, or causes of action (except a claimthat are asserted by any Person other than Borrower, demandits shareholders, actiondirectors, or cause of action for officers, agents, attorneys, and employees against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Obligations, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingAdvance, (iii) or the relationship of Borrower and the Lenders Lender under this Agreement, Agreement or (iv) the Loan Documents any transaction contemplated pursuant to this Agreement or the Revolving Facility in any other manner or aspect; Loan Paper, (b) any administrative proceeding or any administrative, investigative or arbitration proceeding by or before any Governmental Agency arising out of Tribunal or arbitral directly or indirectly related to (i) a claim, demand, action or cause of action described in clause (a) above; above or (ii) any claim, demand, proceeding, action or cause of action involving Borrower or any Affiliate (including any shareholder) of Borrower in which any Indemnitee incurs costs and expenses as a result of any requirement that such Indemnitee testify or produce records therein (other than as a result of any Litigation commenced by an Indemnitee or Borrower in which such Indemnitee is not a prevailing party), and (c) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing (other than as a result of any Litigation commenced by an Indemnitee or Borrower in which such Indemnitee is not the prevailing party); provided, however, that Borrower shall not have any obligation under this Section 4.13 to a particular Indemnitee or with respect to any of the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross the negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another of such Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless 4.13 except to the extent such failure materially prejudices impairs Borrower’s right 's ability to participate in the contest of defend any such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 4.13 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersObligation.

Indemnity by Borrower. Borrower agrees to shall indemnify, save save, and hold harmless the Administrative Agent and each Lender Lenders and their respective directors, officers, agentslenders, attorneys attorneys, and employees (collectively singularly or collectively, the “Indemnitees”"Indemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents issued pursuant thereto, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowingthe Loans, (iii) or the relationship of Borrower and the Lenders under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority directly or indirectly related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section 5.16 to the Lenders with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of the Lenders or for their assignees or the breach by any liabilityLender or their assignees of this Agreement or any other Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by the Lenders or their assignees of any intercreditor or participation agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteethe Lenders or their assignees, or from the transfer or disposition by the Lenders of any Debenture or the Common Stock issued upon conversion of the Debenture. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right or ability to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such Indemnitee's failure to properly notify Borrower materially prejudices Borrower's right or ability to participate in the contest of such claim, demand, action, or cause -------------------------------------------------------------------------------- 27 Agreement (Continued) -------------------------------------------------------------------------------- of action, then said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said Indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower's expense) shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment to or on behalf of indemnity an Indemnitee hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s written concurrence thereto. In connection with the event that said Indemnitee fails to obtain Borrower's prior written consent to any such settlement or compromise, said Indemnitee shall have no right to receive and Borrower shall have no obligation to pay any indemnification amounts hereunder. Each Indemnitee may employ counsel, which counsel shall be reasonably acceptable to Borrower, in enforcing its rights hereunder and in defending against any claim, demand, action action, or cause of action covered by this Section 11.11 against more than one 5.16; provided, however, that each Indemnitee shall endeavor in connection with any matter covered by this Section 5.16 which also involves any other Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that , including by allowing Borrower to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 5.16 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebentures.

Indemnity by Borrower. Borrower agrees to shall indemnify, save and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agentslenders, attorneys and employees (collectively the “IndemniteesIndemnitee”) from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of action, directly or indirectly, relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents issued pursuant thereto, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowingthe Loans, (iii) or the relationship of Borrower and the Lenders Lender under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority, directly or indirectly, related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section 5.16 to the Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of the Lender or for its assignees or the breach by Lender or its assignees of this Agreement or any liabilityother Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by the Lender or its assignees of any intercreditor or participation agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteethe Lender or its assignees, or from the transfer or disposition by the Lender of any Debentures or the Common Stock issued upon conversion of the Debentures. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right or ability to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such Indemnitee’s failure to properly notify Borrower materially prejudices Borrower’s right or ability to participate in the contest of such claim, demand action or cause of action, then said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said Indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower’s expense) shall, in good faith, contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable liable, for payment to or on behalf of indemnity hereunder an Indemnitee hereunder, shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)written concurrence thereto. In connection with the event that said Indemnitee fails to obtain Borrower’s prior written consent to any such settlement or compromise, said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Each Indemnitee may employ counsel, which counsel shall be reasonably acceptable to Borrower, in enforcing its rights hereunder and in defending against any claim, demand, action or cause of action covered by this Section 11.11 against more than one 5.16; provided, however, that each Indemnitee shall endeavor in connection with any matter covered by this Section 5.16 which also involves any other Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that , including allowing Borrower to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 5.16 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebentures.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold --------------------- harmless the Administrative Agent and each Lender Creditor and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and ----------- against: : (a) any and all claims, demands, actions or causes of action (except that are asserted against any Indemnitee by any third party, if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action, action or cause of action for that such Person asserts or may assert against Borrower (or, to the extent related to the Loan Documents or the transactions contemplated thereby, any amount excluded from the definition Affiliate of “Taxes” in Section 3.10(eBorrower or any officer of Borrower); (b) any and all claims, demands, actions or causes of action by a third party if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Commitment, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingLoan or Letter of Credit, (iii) the relationship of Borrower and the Lenders under this Agreement, Agreement or (iv) any transaction contemplated by the Loan Documents or the Revolving Facility in any other manner or aspectDocuments; (bc) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause clauses (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable --------- attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be ------------- entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemniteemisconduct. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure Borrower is materially prejudices Borrower’s right prejudiced thereby (and then only to participate in the contest of such claim, demand, action or cause of action, as hereinafter providedextent prejudiced). Such Each Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action with counsel selected by such Indemnitee. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with defending any claim, demand, action or cause of action covered by this Section; provided that each Indemnitee shall endeavor in connection with any matter covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the also involves other Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations (other than the Obligations referenced in Section 3.18) owed to the Lenders; provided, however, that such obligations or liabilities -------- shall not, from and after the date on which the Obligations are fully paid and the Commitment terminated, be deemed Obligations for any purpose under the Loan Documents.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender Lender, Lender’s affiliates, and their respective directors, partners, officers, members, equity holders, agents, attorneys and employees (collectively collectively, the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of between Borrower and the Lenders Lender under this Agreement, or (iv) any of the Loan Documents or the Revolving Facility in any other manner or aspecttransactions contemplated thereby; (b) any and all administrative or investigative proceeding proceedings by any Governmental Agency governmental agency or authority arising out of or related to a any claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable and documented out-of-pocket attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claimof the foregoing; provided, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own or its employees’ or agents’ gross negligence negligence, bad faith or willful misconduct or for any liability, loss, cost or expense asserted misconduct. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against it by another Indemnitee. If any claim, demand, action or action, cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action administrative or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or investigative proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, section; provided, that if the Indemnitees as a group shall retain only one law firm to represent them with respect to any such legal counsel determines in good faith that representing all such Indemnitees would or could result in a matter unless there is, under applicable standards of professional conduct, an actual conflict of interest under Laws on any significant issue between the positions of any two or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such more Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 section shall be and hereby is covered and secured by the Loan Documents and shall survive the expiration or termination of this Agreement and the repayment of all Borrowings the Loan and the payment and performance of all other Obligations obligations owed to the LendersLender.

Indemnity by Borrower. Borrower agrees covenants and agrees, at its sole cost and expense and without limiting any other rights which Lender has hereunder, to indemnify, protect and save and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, employees, consultants, agents, attorneys and employees attorneys, or any other Person affiliated with or representing Lender (collectively the each, an “IndemniteesIndemnified Person”) harmless against and from and against: (a) any and all claims, damages, losses, liabilities, obligations, demands, actions defenses, judgments, costs, disbursements or causes Lender’s Expenses of action (except a any kind or of any nature whatsoever which may be imposed upon, incurred by or asserted or awarded against Lender and related to or arising from the following, unless such claim, demand, action, loss or cause damage shall be based upon the gross negligence or willful misconduct of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to Lender: (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (iia) the use or transactions contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) by the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and expenses); (b) any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of Borrower, and the reasonably allocated costs reasonable expenses of attorneys employed investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any Indemnitee and disbursements of broker (other than any broker retained by Lender) asserting any right to payment for the transactions contemplated hereby which may be imposed on, incurred by or asserted against such attorneys and other professional services) that any Indemnitee suffers or incurs Indemnified Person as a result of or in connection with the assertion transactions contemplated hereby and the use or intended use of the proceeds of the loan proceeds; (c) any foregoing claimbreach by Borrower of the representations, demandwarranties, action covenants, or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost other obligations or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested agreements made by Borrower in writingthis Agreement or in any agreement related hereto or thereto; (d) contest the validityviolation by Borrower of any state or federal law, applicability and amount of such claim, demand, action rule or cause of action and shall permit regulation; (e) a material misrepresentation made by Borrower to participate Lender; and (f) any governmental fees, charges, taxes or penalties levied or imposed in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower respect to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersCollateral.

Indemnity by Borrower. Borrower agrees to indemnify, save and --------------------- hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or ------------ causes of action (except a claim, demand, action, or cause of action for any ------ amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, ------- demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and - all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees --------- and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be -------- entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be ----- represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing -------- all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the ------- -------- Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 ----- shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to shall indemnify, save defend, and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agents, attorneys attorneys, and employees (collectively individually, an "INDEMNITEE" and collectively, the “Indemnitees”"INDEMNITEES") from and against: (a) against any and all claimsloss, demandsliability, actions or causes of action (except a obligation, damage, penalty, judgment, claim, demanddeficiency, actionand expense (including interest, or cause of action for any amount excluded from penalties, attorneys' fees, and amounts paid in settlement) to which the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency Indemnitees may become subject arising out of this Agreement and the other Loan Documents other than those which arise by reason of the gross negligence or related to a claimwillful misconduct of Lender, demandBUT SPECIFICALLY INCLUDING ANY LOSS, action or cause of action described in clause (a) above; LIABILITY, OBLIGATION, DAMAGE, PENALTY, JUDGMENT, REVOLVING CREDIT AGREEMENT CLAIM, DEFICIENCY, OR EXPENSE ARISING OUT OF THE SOLE OR CONCURRENT NEGLIGENCE OF LENDER OTHER THAN THOSE ARISING BY REASON OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Borrower shall also indemnify, protect, and (c) hold each Indemnitee harmless from and against any and all liabilities, obligations, losses, reasonable costs or damages, penalties, actions, judgments, suits, claims, proceedings, costs, expenses (including without limitation all reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee legal expenses whether or not suit is brought), and disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against such attorneys and other professional services) that any Indemnitee suffers Indemnitee, with respect to or incurs as a direct or indirect result of the assertion violation by Borrower of any foregoing claimEnvironmental Law; or with respect to or as a direct or indirect result of Borrower's use, demandgeneration, action manufacture, production, storage, release, threatened release, discharge, disposal, or cause presence of action; provided that no Indemnitee shall be entitled to indemnification for any liabilitya hazardous material on, lossunder, cost from, or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemniteeabout real property. If any claim, demand, action or cause The provisions of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under and undertakings and indemnifications set forth in this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 SECTION 6.6 shall survive the expiration or satisfaction and payment of the Obligation and termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersAgreement.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.6(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Obligor, any Affiliate of Borrower any Obligor or any partner, officer, director, stockholder, or other equity interest holder of Borrower any Obligor relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to shall indemnify, save and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agentslenders, attorneys and employees (collectively the “Indemnitees”"Indemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of action, directly or indirectly, relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerthe Loan, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the Loan or the relationship of Borrower and the Lenders Lender under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority, directly or indirectly, related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section 5.16 to the Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of the Lender or for its assignees or the breach by Lender or its assignees of this Agreement or any liabilityother Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by the Lender or its assignees of any intercreditor or participation agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteethe Lender or its assignees, or from the transfer or disposition by the Lender of any Debentures or the Common Stock issued upon conversion of the Debentures. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right or ability to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such Indemnitee's failure to properly notify Borrower materially prejudices Borrower's right or ability to participate in the contest of such claim, demand action or cause of action, then said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said Indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower's expense) shall, in good faith, contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable liable, for payment to or on behalf of indemnity hereunder an Indemnitee hereunder, shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s written concurrence thereto. In connection with the event that said Indemnitee fails to obtain Borrower's prior written consent to any such settlement or compromise, said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Each Indemnitee may employ counsel, which counsel shall be reasonably acceptable to Borrower, in enforcing its rights hereunder and in defending against any claim, demand, action or cause of action covered by this Section 11.11 against more than one 5.16; provided, however, that each Indemnitee shall endeavor in connection with any matter covered by this Section 5.16 which also involves any other Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that , including allowing Borrower to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 5.16 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebentures.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold --------------------- harmless the Administrative Agent Agent, the Arranger, the Swing Line Lender and each Lender and their respective directors, officers, agents, advisors, attorneys and employees (collectively the “Indemnitees”) from and against: collec- (a) Any and all claims, demands, ----------- actions or causes of action that are asserted against any Indemnitee by any Person (other than the Administrative Agent, the Arranger, the Swing Line Lender or a Lender) if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action or cause of action that such Person has or asserts against Borrower, any Affiliate of Borrower or any officer, director or shareholder of Borrower; (b) Any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of between Borrower and the Lenders under this Agreement, or (iv) any of the Loan Documents or the Revolving Facility in any other manner or aspecttransactions contemplated thereby; (bc) any Any and all administrative or investigative proceeding proceedings by any Governmental Agency arising out of or related to a any claim, demand, action or cause of action described in clause clauses (a) or (b) above; and (cd) any Any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional pro- --------- fessional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of actionthe foregoing; provided that no Indemnitee shall be entitled -------- to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted misconduct. Each Indemnitee is authorized to employ counsel of its own choosing in enforcing its rights hereunder and in defending against it by another Indemnitee. If any claim, demand, action or action, cause of action is asserted against any Indemniteeor administrative or investigative proceeding covered by this Section; provided that each Indemnitee -------- shall endeavor, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action matter covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the also involves other Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall be and hereby is covered and secured by the Loan Documents and the Collateral, and shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and Swing Line Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Lead Arranger and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate of Borrower Loan Parties or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 18.10 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 18.10 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to shall indemnify, save and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agentslenders, attorneys and employees (collectively the “Indemnitees”"Indemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of action, directly or indirectly, relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents issued pursuant thereto, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowingthe Loans, (iii) or the relationship of Borrower and the Lenders Lender under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority, directly or indirectly, related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; PROVIDED, HOWEVER, that Borrower shall have no obligation under this Section 5.16 to the Agreement -------------------------------------------------------------------------------- Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of the Lender or for its assignees or the breach by Lender or its assignees of this Agreement or any liabilityother Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by the Lender or its assignees of any intercreditor or participation agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteethe Lender or its assignees, or from the transfer or disposition by the Lender of any Debentures or the Common Stock issued upon conversion of the Debentures. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless except to the extent such failure materially prejudices Borrower’s 's right or ability to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such Indemnitee's failure to properly notify Borrower materially prejudices Borrower's right or ability to participate in the contest of such claim, demand action or cause of action, then said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said Indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower's expense) shall, in good faith, contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable liable, for payment to or on behalf of indemnity hereunder an Indemnitee hereunder, shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s written concurrence thereto. In connection with the event that said Indemnitee fails to obtain Borrower's prior written consent to any such settlement or compromise, said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Each Indemnitee may employ counsel, which counsel shall be reasonably acceptable to Borrower, in enforcing its rights hereunder and in defending against any claim, demand, action or cause of action covered by this Section 11.11 against more than one 5.16; PROVIDED, HOWEVER, that each Indemnitee shall endeavor in connection with any matter covered by this Section 5.16 which also involves any other Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that , including allowing Borrower to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 5.16 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebentures.

Indemnity by Borrower. Borrower agrees to shall indemnify, save save, and hold harmless the Administrative Agent and each harmless, Lender and their respective its directors, officers, agents, attorneys attorneys, and employees (collectively collectively, the “"Indemnitees”") from and against: (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of directly or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating indirectly related to the Revolving FacilityLoan Agreement and the other Loan Documents issued pursuant thereto, (ii) the use or contemplated use of proceeds of any Borrowingthe Loans, (iii) or the relationship of Borrower and the Lenders Lender under this Loan Agreement or any transaction contemplated pursuant to this Loan Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority directly or indirectly related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section 5.18 to Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross the negligence or willful misconduct of Lender or for its assignees or the breach by the Lender or its assignees of this Loan Agreement or any liabilityother Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by Lender or its assignees of any Agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another IndemniteeLender or its assignees, or from the transfer or disposition by Lender of any Debenture or the Common Stock issued upon conversion. If any claim, demand, action or cause of action is asserted against any Indemniteeindemnitee, such Indemnitee indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee In the event that such indemnitee's failure to properly notify the Borrower materially prejudices Borrower's right to participate in the contest of such claim, demand, action, or cause of action, then said indemnitees shall have no right to receive, and Borrower shall have no obligation to pay, any Indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee (at Borrower's expense) shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment to or on behalf of indemnity an indemnitee hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s written concurrence thereto. In connection with the event that said indemnitee plan's to obtain Borrower's prior written consent to any such settlement or compromise, said indemnitee shall have no right to receive and Borrower shall have no obligation to pay any indemnification amounts hereunder. Each indemnitee may employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action action, or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, 5.18; provided, however, that if such legal counsel determines each indemnitee shall endeavor, but shall not be obligated, in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable connection with any matter covered by this Section which also involves other indemnitee, to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that indemnitee, including by allowing Borrower to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee indemnitee under this Section 11.11 5.18 shall survive the expiration or termination of this Loan Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebentures.

Indemnity by Borrower. (a) Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (ai) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any of its officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving FacilityLoan Documents, (ii) the Commitments, the use or contemplated use of the proceeds of any BorrowingExtension of Credit, (iii) or the relationship of Borrower Borrower, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (biii) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (ai) or (ii) above; and (civ) any and all liabilitiesliabilities (including liabilities under indemnities), losses, reasonable costs or expenses (including reasonable attorneys’ fees and Attorney Costs (limited to one law firm for Lenders unless Lenders have differing interests or defenses that preclude the reasonably allocated costs engagement of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesone law firm to represent Lenders)) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, including settlement costs incurred with the prior written consent of Borrower (which consent shall not be unreasonably withheld), whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct misconduct. The agreements in this Section shall survive repayment of all Obligations. (b) Notwithstanding anything to the contrary contained herein or for in any other Loan Document, no liability, lossright, cost remedy or expense claim shall arise, be asserted against it by another Indemnitee. If or be enforceable (i) at any claim, demand, action or cause of action is asserted time as against any Indemnitee, such Indemnitee shall promptly notify Borrower, but AT&T Party or (ii) prior to the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate Effective Date (as defined in the contest of such claim, demand, action or cause of actionAmended and Restated Agreement described in Section 10.25(a)), as hereinafter provided. Such Indemnitee may against any AT&T Broadband Party, in each case by or on behalf of Administrative Agent, any Lender, Borrower or any Guarantor (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate as defined in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice Amended and Restated Agreement), in respect of the terms of such proposed settlement Obligations, this Agreement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemniteeother Loan Document, all such Indemnitees liabilities, rights, remedies and claims, if any, being expressly waived. As used herein, (x) "AT&T Party" shall be represented by mean AT&T Corp., a New York corporation, or any of its Subsidiaries or any of the same legal counsel (which may be a law firm engaged by the Indemnitees respective officers, directors, employees, representatives or attorneys employed by an Indemnitee or a combination agents of any of the foregoing, other than any AT&T Broadband Party and (y) selected by the Indemnitees"AT&T Broadband Party" shall mean AT&T Broadband Corp., provideda Delaware corporation, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lendersits Subsidiaries.

Indemnity by Borrower. Borrower agrees to shall indemnify, save save, and hold harmless the Administrative Agent and each Lender Lenders and their respective directors, officers, agentslenders, attorneys attorneys, and employees (collectively singularly or collectively, the “Indemnitees”"Indemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents issued pursuant thereto, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowingthe Loans, (iii) or the relationship of Borrower and the Lenders under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority directly or indirectly related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section 5.16 to the Lenders with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of the Lenders or for their assignees or the breach by any liabilityLender or their assignees of this Agreement or any other Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by the Lenders or their assignees of any intercreditor or participation agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteethe Lenders or their assignees, or from the transfer or disposition by the Lenders of any Debenture or the Common Stock issued upon conversion of the Debenture. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right or ability to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such Indemnitee's failure to properly notify Borrower materially prejudices Borrower's right or ability to participate in the contest of such claim, demand, action, or cause of action, then said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said Indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower's expense) shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment to or on behalf of indemnity an Indemnitee hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s written concurrence thereto. In connection with the event that said Indemnitee fails to obtain Borrower's prior written consent to any such settlement or compromise, said Indemnitee shall have no right to receive and Borrower shall have no obligation to pay any indemnification amounts hereunder. Each Indemnitee may employ counsel, which counsel shall be reasonably acceptable to Borrower, in enforcing its rights hereunder and in defending against any claim, demand, action action, or cause of action covered by this Section 11.11 against more than one 5. 16; provided, however, that each Indemnitee shall endeavor in connection with any matter covered by this Section 5.16 which also involves any other Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that , including by allowing Borrower to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 5. l 6 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebentures.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Bank and each Lender and their respective its directors, officers, agents, attorneys and employees and their respective successors and assigns (collectively the “"Indemnitees”") from and against: : (a) any Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)other than Bank) if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) abovethat such Person has or asserts against Borrower, any Affiliate of Borrower or any officer, director or shareholder of Borrower and arises out of or relates to the relationship between Borrower and Bank under any of the Loan Documents or the transactions contemplated thereby; and (cb) any Any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted misconduct. Each Indemnitee is authorized to employ counsel of its own choosing in enforcing its rights hereunder and in defending against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee10.10; provided that each Indemnitee shall endeavor, all such Indemnitees shall be represented in connection with any matter covered by the same legal counsel (this Section 10.10 which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the also involves other Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; . Borrower shall be responsible for the fees and further provided that the Administrative Agent (costs of one such counsel, or such greater number of counsel as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination required due to conflicts of the foregoing)interest. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 10.10 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings the Credit and the payment and performance of all other Obligations obligations owed to the LendersBank.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Agent, the Issuing Lender, the Swing Line Lender, the Arrangers and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct (determined to be so by a final determination of a court of competent jurisdiction) or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Such Indemnitee shall act reasonably and in good faith in dealing with such claim, demand, action or cause of action, including in electing whether to offer or accept any settlement or compromise of such claim, demand, action or cause of action. Borrower shall have the burden of establishing the lack of good faith or reasonableness of such Indemnitee. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemniteescounsel, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Secured Obligations owed to the Lenders. Notwithstanding anything to the contrary herein, Borrower shall not be liable under this Section 11.11 for any amounts in respect of Indemnified Taxes, which shall be governed exclusively by Section 3.11, or any amounts in respect of Excluded Taxes.

Indemnity by Borrower. Borrower agrees to will indemnify, save save, defend, and hold harmless the Administrative Agent and each Lender and their its respective Affiliates, directors, officers, shareholders, agents, attorneys attorneys, and employees (collectively collectively, the “Indemnitees”"INDEMNITEE") from and against: (a) any and all claims, demands, actions actions, or causes of action (except that are asserted against any indemnitee by any Person if the claim, demand, action, or cause of action relates to a claim, demand, action, or cause of action for that the Person asserts or may assert against Borrower, any amount excluded from Guarantor or any of the definition Property, (b) any and all claims, demands, actions or causes of “Taxes” in Section 3.10(e)) action that are asserted against any indemnitee if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act or omission (or alleged act or omission) the failure of Borrower, any Subsidiary or other Affiliate of Borrower Guarantor or any partnerother Person to perform or comply with any of the terms, officer, director, stockholder, covenants or provisions of this Loan Agreement or of any of the other equity interest holder of Borrower relating to the Revolving FacilityLoan Documents, (iic) any and all claims, demands, actions or causes of action that are asserted against any indemnitee if the use claim, demand, action or contemplated use cause of proceeds action directly or indirectly relates to any failure of condition or any Borrowingother breach or default under any Governmental Requirement applicable to Borrower, any Guarantor or any of the Property, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bd) any administrative or investigative proceeding by any Governmental Agency arising out of Authority directly or indirectly related to a claim, demand, action or cause of action described in clause clauses (a), (b) or (c) above; , and (ce) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ fees ' fees, expenses and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee indemnitee suffers or incurs as a result of any of the assertion foregoing; PROVIDED, HOWEVER, that Borrower shall have no obligation under this SECTION 4.12 to any indemnitee with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of such indemnitee or for any liability, loss, cost of such indemnitee's agents or expense asserted against it by another Indemniteeemployees nor shall Borrower have any obligation under this SECTION 4.12 to any indemnitee with respect to any negligent act of Lender in operating or managing the Property after Lender has taken possession thereof. If any claim, demand, action or cause of action is asserted against any Indemniteeindemnitee, such Indemnitee indemnitee shall promptly notify Borrower, but the failure to do so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section SECTION 4.12 unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if If requested by Borrower in writing) writing and so long as no Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and the amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s concurrence thereto. In connection with Each indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action action, or cause of action covered by this Section 11.11 against more than one IndemniteeSECTION 4.12; PROVIDED, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, providedHOWEVER, that if such legal counsel determines each indemnitee shall endeavor, but shall not be obligated, in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable connection with any matter covered by this SECTION 4.12 which also involves other indemnitees, to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lendersindemnitees.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective Affiliates, directors, officers, agents, advisors, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all third party claims, demands, litigation, proceeding, actions or causes of action (except a third party claim, demand, actionlitigation, proceeding, action or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.11(a)) if the third party claim, demand, litigation, proceeding, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, Parent, any Subsidiary or other Affiliate of Borrower or Parent, or any partner, officer, director, stockholder, or other equity interest holder of Borrower or Parent relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingBorrowing or in connection with any Letter of Credit, (iii) the Boat U.S. Acquisition (including, without limitation, any actions taken by or omissions of Borrower, Parent or any of their affiliates in connection therewith whether or not the Boat U.S. Acquisition is consummated), (iv) any information provided to the Administrative Agent or any Lenders by Borrower, Parent or any of their subsidiaries, (v) the timing of any public disclosures made or not made by Borrower, Parent or any of their Subsidiaries, (vi) any related transaction, (vii) any third party brokerage fees other than those expressly agreed to by the Administrative Agent or a Lender, (viii) the sending of any materials or information through electronic, telecommunications or other information transmittal systems, (ix)the relationship of Borrower and the Lenders under this Agreement, (x) the Commitments, (xi) the Collateral, or (ivxii) the Loan Documents or the Revolving Facility in any other manner or aspect, in each case, regardless of any Indemnitee is a party to any of the foregoing; (b) any administrative or investigative proceeding or investigation by any Governmental Agency arising out of or related to a claim, demand, action or cause of action any item described in clause (a) above; and (c) any and all liabilities, losses, damages, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of in-house attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion assertion, institution or conduction (as applicable) of any foregoing third party claim, demand, litigation, investigation, proceeding, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, lossdamage, cost or expense asserted (a) to the extent arising solely from any claim against it such Indemnitee from another Indemnitee or (b) that are found by another a final, non- appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, or gross negligence of such Indemnitee or such Indemnitee’s directors, officers, employees, agents, advisors, attorneys and Affiliates. No Indemnitee shall be liable to Borrower, Parent or any of their Subsidiaries or any Affiliates thereof or to Borrower’s, Parent’s or any of their Subsidiaries’ or any of their Affiliate’s respective security holders or creditors for any special, indirect, consequential or punitive damages relating to the Revolving Facility or any of the other matters described in the preceding sentence or for any damages arising from the use by others of confidential information or other materials sent through electronic, telecommunications or other information transmittal systems. If any third party claim, demand, litigation, investigation, proceeding, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such third party claim, demand, litigation, proceeding, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and so long as no Event of Default has occurred and is continuing and Borrower is current on all payments under the Loan Documents including under this Section 11.11, such Indemnitee shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any third party claim, demand, litigation, investigation, proceeding, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoingAdministrative Agent) selected by the Indemnitees, Administrative Agent; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.