Common use of Indemnity by Borrower Clause in Contracts

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether or not the transactions contemplated hereby shall be consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay and hold the Administrative Agent (and any sub-agent thereof), each Bank, each Issuing Bank, any holders of the Loans, and any Related Party of any of the foregoing Persons (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees by any third party or by any Borrower, in any manner relating to or arising out of (i) the execution or delivery of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether Without limiting any other rights that any such Person may have hereunder or not the transactions contemplated hereby shall be consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay and hold the Administrative Agent (and any sub-agent thereof), each Bank, each Issuing Bank, any holders of the Loans, and any Related Party of any of the foregoing Persons (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever under Applicable Law (including, without limitation, the right to recover damages for breach of contract), the Borrower hereby agrees to indemnify the Collateral Agent, Administrative Agent, the Back-Up Servicer each Lender, each other Secured Party, their Affiliates, and all successors and permitted transferees, participants and assigns and all officers, directors, stockholders, members, employees, advisors, representatives and agents of any of the foregoing (each an “Indemnified Party”) from and against any and all reasonable and documented damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements of one primary firm of counsel for such Indemnitees all Indemnified Parties, and, if necessary, one local firm of counsel in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party theretoeach relevant jurisdiction and special counsel and, in the event of any actual or potential conflict of interest, one additional firm of counsel for each case Lender subject to such conflict (all of the extent of such Borrower’s Applicable Share (unless attributable foregoing being collectively referred to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, as “Indemnified Amounts”) awarded against or incurred by or asserted against the Indemnitees by any third party or by any Borrower, in any manner relating to or of them arising out of or relating to the Transaction Documents (including any failure of the Borrower to enforce its rights under the Transaction Documents and the obligations of the other parties under the Transaction Documents) or the use of proceeds of the Advances or in respect of any Receivable; excluding, however, (v) Indemnified Taxes, (w) any Taxes (other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim), (x) Indemnified Amounts resulting from a dispute solely among Lenders so long as such dispute does not (i) the execution or delivery of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by involve a claim against the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Agreement, Collateral Agent and (ii) arise as a result of any Loan action, inaction, representation or Letter of Credit misrepresentation of, or information provided, or that was failed to be provided, by or on behalf of, any SmileDirect Entity or the use Sub-Servicer, (y) Indemnified Amounts resulting from a dispute solely among one or intended use more of the proceeds thereof Administrative Agent, the Collateral Agent and/or the Lenders so long as (including i) such dispute does not arise as a result of any refusal action, inaction, representation or misrepresentation of, or information provided, or that was failed to be provided, by or on behalf of, any Issuing Bank to honor a demand for payment under a Letter of Credit if SmileDirect Entity or the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Sub-Servicer and

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether Without limiting any other rights that any such Person may have hereunder or not the transactions contemplated hereby shall be consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay and hold the Administrative Agent (and any sub-agent thereof), each Bank, each Issuing Bank, any holders of the Loans, and any Related Party of any of the foregoing Persons (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever under Applicable Law (including, without limitation, the right to recover damages for breach of contract), the Borrower hereby agrees to indemnify the Collateral Agent, Administrative Agent, the Back‑Up Servicer each Lender, each other Secured Party, their Affiliates, and all successors and permitted transferees, participants and assigns and all officers, directors, stockholders, members, employees, advisors, representatives and agents of any of the foregoing (each an “Indemnified Party”) from and against any and all reasonable and documented damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements of one primary firm of counsel for such Indemnitees all Indemnified Parties, and, if necessary, one local firm of counsel in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party theretoeach relevant jurisdiction and special counsel and, in the event of any actual or potential conflict of interest, one additional firm of counsel for each case Lender subject to such conflict (all of the extent of such Borrower’s Applicable Share (unless attributable foregoing being collectively referred to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, as “Indemnified Amounts”) awarded against or incurred by or asserted against the Indemnitees by any third party or by any Borrower, in any manner relating to or of them arising out of or relating to the Transaction Documents (including any failure of the Borrower to enforce its rights under the Transaction Documents and the obligations of the other parties under the Transaction Documents) or the use of proceeds of the Loans or in respect of any Receivable; excluding, however, (v) Indemnified Taxes, (w) Excluded Taxes (other than any Taxes that represent losses, claims, damages, etc. arising from any non‑Tax claim), (x) Indemnified Amounts resulting from a dispute solely among Lenders so long as such dispute does not (i) the execution or delivery of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by involve a claim against the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Agreement, Collateral Agent and (ii) arise as a result of any Loan action, inaction, representation or Letter of Credit misrepresentation of, or information provided, or that was failed to be provided, by or on behalf of, any SmileDirect Entity or the use Sub‑Servicer, (y) Indemnified Amounts resulting from a dispute solely among one or intended use more of the proceeds thereof Administrative Agent, the Collateral Agent and/or the Lenders so long as (including i) such dispute does not arise as a result of any refusal action, inaction, representation or misrepresentation of, or information provided, or that was failed to be provided, by or on behalf of, any Issuing Bank SmileDirect Entity or the Sub‑Servicer and (ii) a court of competent jurisdiction has determined by a final and non‑appealable judgment that the Indemnified Amounts have resulted directly and solely from the gross negligence or willful misconduct of the Administrative Agent or the Collateral Agent and (z) Indemnified Amounts to honor the extent determined by a demand for payment final and non‑appealable judgment of a court of competent jurisdiction to have resulted directly and solely from the bad faith, gross negligence, willful misconduct or material breach in bad faith of the express obligations under a Letter of Credit if this Agreement on the documents presented in connection with such demand do not strictly comply with the terms part of such Letter Indemnified Party. Notwithstanding the foregoing, each Indemnified Party shall promptly repay to the Borrower any and all amounts previously paid by the Borrower pursuant to the foregoing indemnification provisions to the extent such Indemnified Party is found by a final, non‑appealable judgment of Credita court of competent jurisdiction not to be entitled to indemnification hereunder as contemplated by the immediately preceding sentence. Any amounts subject to the indemnification provisions of this Section 10.01(a) shall be paid by the Borrower to the related Indemnified Party on the Interest Payment Date that is at least five (5) Business Days immediately following demand therefor accompanied by reasonable supporting documentation and calculations in reasonable detail with respect to such amounts. An Indemnified Party need not demand payment from the Seller pursuant to the Purchase Agreement prior to seeking indemnification pursuant to this clause (a), nor shall any demand against the Seller provide a defense for the Borrower against payment hereunder except to the extent all such Indemnified Amounts have been satisfied in full.

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether Without limiting any other rights that any such Person may have hereunder or not the transactions contemplated hereby shall be consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay and hold the Administrative Agent (and any sub-agent thereof), each Bank, each Issuing Bank, any holders of the Loans, and any Related Party of any of the foregoing Persons (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever under Applicable Law (including, without limitation, the right to recover damages for breach of contract), the Borrower hereby agrees to indemnify the Collateral Agent, Administrative Agent, the Back-Up Servicer, each Lender, each other Secured Party, their Affiliates, and all successors and permitted transferees, participants and assigns and all officers, |US-DOCS\130674191.18|| directors, stockholders, members, employees, advisors, representatives and agents of any of the foregoing (each an “Indemnified Party”) from and against any and all reasonable and documented damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements of one primary firm of counsel for all Indemnified Parties, and, if necessary, one local firm of counsel in each relevant jurisdiction and special counsel and, in the event of any actual or potential conflict of interest, one additional firm of counsel for each Lender subject to such Indemnitees conflict (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to the Transaction Documents (including any failure of the Borrower to enforce its rights under the Transaction Documents and the obligations of the other parties under the Transaction Documents) or the use of proceeds of the Loans or in connection with respect of any investigativeReceivable in all cases, administrative or judicial proceeding commenced or threatened, regardless of whether or not such Indemnitees shall be designated Indemnified Party is a party thereto, in each case to and whether or not any such claim, litigation, investigation or proceeding is brought by the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liableany other Credit Party, their respective equity holders, affiliates or creditors, or any other Person; excluding, however, (v) Indemnified Taxes, (w) Excluded Taxes (other than any Taxes that represent losses, claims, damages, liabilities or related costs and expenses arising from any non-Tax claim), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees by any third party or by any Borrower, in any manner relating to or arising out of (x) Indemnified Amounts resulting from a dispute solely among Lenders so long as such dispute does not (i) the execution or delivery of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by involve a claim against the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Agreement, Collateral Agent and (ii) arise as a result of any Loan action, inaction, representation or Letter of Credit misrepresentation of, or information provided, or that was failed to be provided, by or on behalf of, any SmileDirect Entity or the use Sub-Servicer, (y) Indemnified Amounts resulting from a dispute solely among one or intended use more of the proceeds thereof Administrative Agent, the Collateral Agent and/or the Lenders so long as (including i) such dispute does not arise as a result of any refusal action, inaction, representation or misrepresentation of, or information provided, or that was failed to be provided, by or on behalf of, any Issuing Bank SmileDirect Entity or the Sub-Servicer and (ii) a court of competent jurisdiction has determined by a final and non-appealable judgment that the Indemnified Amounts have resulted directly and solely from the gross negligence or willful misconduct of the Administrative Agent or the Collateral Agent and (z) Indemnified Amounts to honor the extent determined by a demand for payment final and non-appealable judgment of a court of competent jurisdiction to have resulted directly and solely from the bad faith, gross negligence, willful misconduct or material breach in bad faith of the express obligations under a Letter of Credit if this Agreement on the documents presented in connection with such demand do not strictly comply with the terms part of such Letter Indemnified Party. Notwithstanding the foregoing, each Indemnified Party shall promptly repay to the Borrower any and all amounts previously paid by the Borrower pursuant to the foregoing indemnification provisions to the extent such Indemnified Party is found by a final, non-appealable judgment of Credita court of competent jurisdiction not to be entitled to indemnification hereunder as contemplated by the immediately preceding sentence. Any amounts subject to the indemnification provisions of this Section 10.01(a) shall be paid by the Borrower to the related Indemnified Party on the Interest Payment Date that is at least five (5) Business Days immediately following demand therefor accompanied by reasonable supporting documentation and calculations in reasonable detail with respect to such amounts. An Indemnified Party need not demand payment from the Seller pursuant to the Purchase Agreement prior to seeking indemnification pursuant to this clause (a), nor shall any demand against the Seller provide a defense for the Borrower against payment hereunder except to the extent all such Indemnified Amounts have been satisfied in full.

Indemnity by Borrower. In addition To the fullest extent permitted by law, Borrower agrees to the payment of expenses pursuant defend (with counsel reasonably satisfactory to Section 9.03(aAdministrative Agent), whether or not the transactions contemplated hereby shall be consummatedprotect, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay indemnify and hold the harmless Lenders and Administrative Agent, any parent corporation, affiliated corporation or subsidiary of Administrative Agent (and any sub-agent thereof), each Bank, each Issuing Bank, any holders of the LoansLenders, and any Related Party each of any of the foregoing Persons their respective officers, directors, employees, attorneys and agents (collectivelyeach, the an “IndemniteesIndemnified Party”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the disbursements and the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party each Indemnified Party thereto, in each case to the extent which shall also include, without limitation, reasonable attorneys’ fees and time charges of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall attorneys who may be solely liableemployees of Lenders or any parent or affiliated corporation of Lenders), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that which may be imposed on, incurred by by, or asserted against the Indemnitees by against, any third party Indemnified Party (whether direct, indirect or by consequential and whether based on any Borrowerfederal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of (i) this Agreement or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution or and delivery of this Agreement, any the Notes and the Loan Documents, the making or issuance and management of the other Transaction Documents or Loans, any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Agreement, (ii) any Loan or Letter of Credit or the use or intended proposed use of the proceeds thereof therefrom (including any refusal by any the Issuing Bank Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), the use or intended use of the proceeds of the Loans and the enforcement of Lenders’ rights and remedies under this Agreement, the Notes, the Loan Documents, any other instruments and documents delivered hereunder or thereunder; provided, however, that Borrower shall not have any obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to such Indemnified Party within five (5) days of written demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by such Indemnified Party until paid by Borrower, shall be added to the obligations of Borrower evidenced by the Notes and secured by the collateral securing the Loans. This indemnity is not intended to excuse Administrative Agent and the Lenders from performing hereunder. The provisions of this Section 11.9 shall survive the closing of the Loans, the satisfaction and payment of the Notes and any cancellation of this Loan Agreement. Borrower shall also pay, and hold Administrative Agent and the Lenders harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the Loans. Notwithstanding the foregoing, Borrower shall have no obligation to indemnify (i) Administrative Agent with respect to Administrative Agent’s failure to disclose information (as required herein) to the Lenders in connection with any syndication of the Loan or (ii) any Lender with respect to another Lender’s failure to comply with its duties and obligations set forth in the Loan Documents. Notwithstanding anything to the contrary contained in this Section 11.9, so long as no Unmatured Default or Event of Default has occurred and remains outstanding, the Borrower’s obligations contained in this Section 11.9 relating to costs and expenses only shall be limited to the costs and expenses incurred on behalf of the Administrative Agent.

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether or not the transactions contemplated hereby shall be consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay and hold the Administrative Agent (and any sub-agent thereof), the Sustainability Structuring Agent (and any sub-agent thereof), each Arranger, each Bank, each Issuing Bank, any holders of the Loans, and any Related Party of any of the foregoing Persons (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees by any third party or by any Borrower, in any manner relating to or arising out of (i) the execution or delivery of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)

Indemnity by Borrower. In addition to all other Indebtedness, the payment of expenses pursuant to Section 9.03(a), whether or not the transactions contemplated hereby shall be consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnifyprotect, pay indemnify and hold harmless the Administrative Agent (Lender, and all of its Affiliates, Subsidiaries, officers, directors, managers, employees, advisors, attorneys, accountants, consultants, agents and any sub-agent thereof), each Bank, each Issuing Bank, any holders of the Loans, and any Related Party of any of the foregoing controlling Persons (collectively, collectively the “IndemniteesIndemnified Parties”) harmless from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, actionsfees, judgmentscosts, suitsexpenses and settlement agreements, claims, disbursements, costs joint and expenses of any kind or nature whatsoever several (including, without limitation, reasonable attorneys’ and paralegals’ fees, costs and expenses) incurred by any of the Indemnified Parties, whether prior to or from and after the date hereof, as a result of or arising from or relating to (i) any due diligence effort (including, without limitation, public record search, recording fees, examinations and investigations of the properties of the Borrower, a Guarantor, Borrower’s operations, the Collateral and the Leased Premises), negotiation, preparation, execution and/or performance of any of the Loan Documents or of any document executed in connection with the transactions contemplated thereby and the perfection of Lender ’s Liens in the Collateral, maintenance of the Loan by the Lender , and any and all amendments, modifications, and supplements of any of the Loan Documents or restructuring of the Indebtedness, (ii) any suit, investigation, action or proceeding by any Person, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any Person under any statute, regulation or common law principle, arising from or in connection with any of the Loan Documents and/or Lender ’s furnishing of funds to the Borrower under this Loan Agreement, (iii) the Lender’s preservation, administration and enforcement of its rights under the Loan Documents and applicable law, including the reasonable fees of the outstanding Indebtedness as attorneys fees if collected by or through an attorney at law and disbursements of counsel for such Indemnitees Lender in connection therewith, whether suit be brought or not and whether incurred at trial or on appeal, and all costs of repossession, storage, disposition, protection and collection of Collateral, (iv) periodic field exams, audits and appraisals performed by Lender; and/or (v) any matter relating to the financing transactions contemplated by the Loan Documents or by any document executed in connection with any investigativethe transactions contemplated thereby, administrative other than for such loss, damage, liability, obligation, penalty, fee, cost or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees by any third party or by any Borrower, in any manner relating to or arising out of (i) the execution or delivery of this Agreementexpense, any of which arise from an Indemnified Parties’ gross negligence or willful misconduct. No Indemnified Party shall be liable for any direct or consequential damages that arise from or are related to the other Transaction Documents Commitment Letter, this Loan Agreement or any other agreementof the Loan Documents. Borrower’s obligation for indemnification for all of the foregoing losses, document or instrument executed damages, liabilities, obligations, penalties, fees, costs and delivered by such Borrower in connection herewith or therewithexpenses shall be part of the Indebtedness, the statements contained in any commitment letters delivered secured by the Administrative Agent or any BankCollateral, and chargeable against Borrower’s loan accounts. The indemnity herein shall survive the agreement termination of the Banks to make the Loans under this Loan Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit).

Indemnity by Borrower. In addition To the fullest extent permitted by law, Borrower agrees to the payment of expenses pursuant defend (with counsel reasonably satisfactory to Section 9.03(aAdministrative Agent), whether or not the transactions contemplated hereby shall be consummatedprotect, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay indemnify and hold the harmless Lenders and Administrative Agent, any parent corporation, affiliated corporation or subsidiary of Administrative Agent (and any sub-agent thereof), each Bank, each Issuing Bank, any holders of the LoansLenders and Administrative Agent, and any Related Party each of any of the foregoing Persons their respective officers, directors, employees, attorneys and agents (collectivelyeach, the an “IndemniteesIndemnified Party”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the disbursements and the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party each Indemnified Party thereto, in each case which shall also include, without limitation, reasonable attorneys’ fees and costs actually incurred at standard hourly rates (without regard to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liableany statutory attorneys' fees provisions), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that which may be imposed on, incurred by by, or asserted against the Indemnitees by against, any third party Indemnified Party (whether direct, indirect or by consequential and whether based on any Borrowerfederal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of (i) this Agreement or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution or and delivery of this Agreement, any the Notes and the Loan Documents, the making or issuance and management of the other Transaction Documents or any other agreementLoans, document or instrument executed and delivered by such Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof of the Loans and the enforcement of Lenders’ rights and remedies under this Agreement, the Notes, the Loan Documents, any other instruments and documents delivered hereunder or thereunder; provided, however, that Borrower shall not have any obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of any such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to such Indemnified Party within five (including 5) Business Days of written demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by such Indemnified Party until paid by Borrower, shall be added to the obligations of Borrower evidenced by the Notes and secured by the collateral securing the Loans. This indemnity is not intended to excuse Administrative Agent and the Lenders from performing hereunder. The provisions of this Section 11.9 shall survive the closing of the Loans, the satisfaction and payment of the Notes and any refusal by cancellation of this Loan Agreement. Borrower shall also pay, and hold Administrative Agent and the Lenders harmless from, any Issuing Bank and all claims of any brokers, finders or agents claiming a bona fide right to honor a demand for payment under a Letter of Credit if the documents presented any fees in connection with such demand do not strictly arranging the Loans as a result of any action by or agreement with Borrower. Notwithstanding the foregoing, Borrower shall have no obligation to indemnify (i) Administrative Agent with respect to Administrative Agent’s failure to disclose information (as required herein) to the Lenders in connection with any syndication of the Loan or Administrative Agent's failure to comply with its duties and obligations set forth herein or in the terms of such Letter of Credit)other Loan Documents, or (ii) any Lender with respect to its or another Lender’s failure to comply with its duties and obligations set forth herein or in the other Loan Documents.

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether Whether or not the transactions contemplated hereby shall be are consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay shall indemnify and hold the Administrative Agent (and any subharmless each Agent-agent thereof)Related Person, each BankLender and their respective Affiliates, each Issuing Bankdirectors, any holders of the Loansofficers, employees, counsel, agents, and any Related Party of any of the foregoing Persons attorneys-in-fact (collectively, collectively the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, claimscosts, disbursementsexpenses, costs and expenses disbursements (including Attorney Costs) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with which may at any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may time be imposed on, incurred by or asserted against the Indemnitees by any third party or by any Borrower, such Indemnitee in any manner way relating to or arising out of or in connection with (ia) the execution execution, delivery, enforcement, performance, or delivery administration of this Agreement, any of the other Transaction Documents Loan Document or any other agreement, document letter, or instrument executed delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Term Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation, or proceeding) and delivered regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, or disbursements have (x) resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) arose out of the dispute among any one or more Lenders that does not involve Borrower or any Subsidiary as a party to such dispute. No Indemnitee shall be liable for any damages arising from the use by such Borrower Persons other than its Affiliates, directors, officers, employees, counsel, agents, and attorneys-in-fact of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewiththerewith (whether before or after the Closing Date). All amounts due under this Section 11.12 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 11.12 shall survive the resignation of Administrative Agent, the statements contained in replacement of any commitment letters delivered by Lender, and the Administrative Agent repayment, satisfaction, or any Bank, discharge of all the agreement of the Banks to make the Loans under this Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)other Obligations.

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether Whether or not the transactions contemplated hereby shall be are consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay shall indemnify and hold harmless each Agent-Related Person, the Administrative Agent (and any subJoint Lead Arrangers, the Co-agent thereof)Arranger, the Syndication Agent, the Documentation Agents, each BankLender and their respective Affiliates, each Issuing Bankdirectors, any holders of officers, employees, counsel, agents, trustees, advisors and attorneys-in-fact (collectively the Loans, and any Related Party of any of the foregoing Persons (collectively, the “"Indemnitees”") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, claimscosts, disbursements, costs expenses and expenses disbursements (including Attorney Costs) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with which may at any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may time be imposed on, incurred by or asserted against the Indemnitees by any third party or by any Borrower, such Indemnitee in any manner way relating to or arising out of or in connection with (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any of the other Transaction Documents Loan Document or any other agreement, document letter or instrument executed and delivered by such Borrower in connection herewith with the transactions contemplated thereby or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement consummation of the Banks to make the Loans under this Agreementtransactions contemplated thereby, (iib) any Commitment, Loan or Letter of Credit or the use or intended proposed use of the proceeds thereof therefrom (including any refusal by any the Issuing Bank Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities") , in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 12.11 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether Whether or not the transactions contemplated hereby shall be are consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay shall indemnify and hold the Administrative Agent (and any subharmless each Agent-agent thereof)Related Person, each BankLender and their respective Affiliates, each Issuing Bankdirectors, any holders of the Loansofficers, employees, counsel, trustees, agents, and any Related Party of any of the foregoing Persons attorneys-in-fact (collectively, collectively the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, claimscosts, disbursementsexpenses, costs and expenses disbursements (including Attorney Costs) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with which may at any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may time be imposed on, incurred by or asserted against the Indemnitees by any third party or by any Borrower, such Indemnitee in any manner way relating to or arising out of or in connection with (ia) the execution execution, delivery, enforcement, performance, or delivery administration of this Agreement, any of the other Transaction Documents Loan Document or any other agreement, document letter, or instrument executed delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Term Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation, or proceeding) and delivered regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, or disbursements have (x) resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) arose out of the dispute among any one or more Lenders that does not involve Borrower or any Subsidiary as a party to such dispute. No Indemnitee shall be liable for any damages arising from the use by such Borrower Persons other than its Affiliates, directors, officers, employees, counsel, agents, and attorneys-in-fact of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewiththerewith (whether before or after the Closing Date). All amounts due under this Section 11.12 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 11.12 shall survive the resignation of Administrative Agent, the statements contained in replacement of any commitment letters delivered by Lender, and the Administrative Agent repayment, satisfaction, or any Bank, discharge of all the agreement of the Banks to make the Loans under this Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)other Obligations.

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a)The Borrower shall indemnify, whether or not the transactions contemplated hereby shall be consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay and hold harmless the Administrative Agent (Agent, the Banks and any sub-agent thereof)their directors, each Bankofficers, each Issuing Bankagents, any holders of the Loansattorneys, and any Related Party of any of the foregoing Persons employees (each, an "Indemnitee" and collectively, the “"Indemnitees”") from and against any and all loss, liability, obligation, damage, penalty, judgment, claim, deficiency, and expense (including interest, penalties, attorneys' fees, and amounts paid in settlement) to which the 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 willful misconduct of the Agent or the Banks, BUT SPECIFICALLY INCLUDING ANY LOSS, LIABILITY, OBLIGATION, DAMAGE, PENALTY, JUDGMENT, CLAIM, DEFICIENCY, OR EXPENSE ARISING OUT OF THE SOLE OR CONCURRENT NEGLIGENCE OF THE AGENT OR THE BANKS. The Borrower shall also indemnify, protect, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementsproceedings, costs costs, expenses (including without limitation all reasonable attorneys' fees and legal expenses whether or not suit is brought), and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with which may at any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may time be imposed on, incurred by by, or asserted against the Indemnitees by any third party or by any Borrowersuch Indemnities, in any manner relating with respect to or arising out as a direct or indirect result of (i) the execution violation by Borrower of any Environmental Law, or delivery with respect to or as a direct or indirect result of Borrower's use, generation, manufacture, production, storage, release, threatened release, discharge, disposal, or presence of a Hazardous Material on, under, from, or about real property. The provisions of and undertakings and indemnifications set forth in this Section 9.12 shall survive the satisfaction and payment of the Obligations and termination of this Agreement, any but only as to losses, liabilities, obligations, damages, penalties, judgments, claims, deficiencies, or expenses arising prior to the satisfaction and payment of the other Transaction Documents or any other agreement, document or instrument executed Obligations and delivered by such Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement termination of the Banks to make the Loans under this Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit).

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether Whether or not the transactions contemplated hereby shall be are consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay shall indemnify and hold the Administrative Agent (and any subharmless each Agent-agent thereof), each BankRelated Person, each Issuing Bank, any holders of the Loanseach Lender and their respective Affiliates, directors, officers, employees, counsel, agents, and any Related Party of any of attorneys-in-fact (collectively the foregoing Persons (collectively, the “"Indemnitees”") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, claimscosts, disbursementsexpenses, costs and expenses disbursements (including Attorney Costs) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with which may at any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may time be imposed on, incurred by or asserted against the Indemnitees by any third party or by any Borrower, such Indemnitee in any manner way relating to or arising out of or in connection with (ia) the execution execution, delivery, enforcement, performance, or delivery administration of this Agreement, any of the other Transaction Documents Loan Document or any other agreement, document letter, or instrument executed and delivered by such Borrower in connection herewith with the transactions contemplated thereby or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement consummation of the Banks to make the Loans under this Agreementtransactions contemplated thereby, (iib) any Loan Commitment, Loan, or Letter of Credit or the use or intended proposed use of the proceeds thereof therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation, or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, or disbursements have (x) resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) arose out of the dispute among any one or more Lenders that does not involve Borrower or any Subsidiary as a party to such dispute. No Indemnitee shall be liable for any damages arising from the use by Persons other than its Affiliates, directors, officers, employees, counsel, agents, and attorneys-in-fact of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.12 shall be payable within ten (10) Business Days after demand therefor. The agreements in this

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether or not the transactions contemplated hereby shall be consummated, each (a) Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay indemnify and hold the Administrative Agent (and each Lender, its successors and assigns, its Affiliates, its directors, officers, attorneys, employees, and agents and the directors, officers, attorneys, employees and agents of its successors and assigns and Affiliates, and all Persons controlling any sub-agent thereof), each Bank, each Issuing Bank, any holders of them or their Affiliates within the meaning of the Loans, and any Related Party of any of the foregoing Persons Securities Act or Securities Exchange Act (collectively, the “Indemnitees”"Indemnified Persons") harmless from and against any and all other liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs liabilities and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees by or involve any third party or by any Borrower, Indemnified Person in any manner relating and all actions, suits, proceedings (including any investigations or inquiries) or claims with respect to or arising out of (i) the execution or delivery of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewithLoan Documents, the statements contained in any commitment letters delivered by Senior Subordinated Note Indenture or the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Existing Loan Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof transactions contemplated hereunder or thereunder (whether or not consummated), and (iii) the preparation, execution, delivery, administration and enforcement of the Loan Documents by the Agent or any Lender, and, upon demand by the Agent or any Lender, will pay or reimburse any such Indemnified Person for any legal or other expenses incurred in connection with investigating, defending or preparing to defend or participate in any such action, suit, proceeding (including any refusal by inquiry or investigation) or claim, whether commenced or threatened (including such expenses incurred on any Issuing Bank appeal), it being understood that each Indemnified Person shall have the right to honor a demand for payment under a Letter of Credit if the documents presented select its own counsel in connection with such demand do matters (subject, in the case of Indemnified Persons other than GE Capital, to the provisions of clause (b) below); provided that Borrower shall not strictly comply with be responsible for such indemnification to such Indemnified Persons to the terms extent that any such claims, losses, damages, liabilities or expenses result from such Indemnified Person's gross negligence or willful misconduct. The provisions of this Section 11.11 shall apply whether or not any such Indemnified Person is a party to any such action, suit, proceeding or claim, and are expressly intended to include, but not be limited to, reimbursement of legal and other expenses, including expenses incurred in depositions or discovery proceedings (subject to the provisions of clause (b) below). The indemnity obligations of Borrower hereunder shall be in addition to, and not in limitation of, any other liability or obligation that Borrower may have to any Indemnified Person, at common law or otherwise, including, but not limited to, any obligation of contribution. (b) Any Indemnified Person other than GE Capital shall have the right to employ counsel in any such proceeding separate from that employed by GE Capital and to participate in the defense thereof, but the fees and expenses of such Letter separate counsel shall be at the expense of Creditsuch Indemnified Person unless (i) the Indemnified Person is merely appearing as a witness or is otherwise the object of depositions or other discovery proceedings, (ii) the employment of such separate counsel has been specifically authorized by Borrower or (iii) the named parties to any such action (including any impleaded parties) include such Indemnified Person and GE Capital or one of its Affiliates and such Indemnified Person shall have been advised by its counsel that there may be one or more legal defenses available to such Indemnified Person which are different from or additional to those available to GE Capital or one of its Affiliates (in which case, Borrower shall be responsible for the payment of all legal and other fees incurred by such Indemnified Person in connection therewith). (c) The Agent and each Lender agree that in the event that it becomes aware of any claim for indemnification under this Section 11.11, the Agent or such Lender shall promptly notify Borrower in writing, but any failure to so notify Borrower shall not relieve Borrower of any of its obligations hereunder. (d) Notwithstanding any provision of this Agreement to the contrary, the provisions of this Section 11.11 shall survive the termination of this Agreement and the repayment of the Term Loans and the Revolving Credit Loan and the payment and performance of all other Obligations owed to the Agent and the Lenders for the applicable statute of limitations period.

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether Whether or not the transactions contemplated hereby shall be are consummated, each the Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay shall indemnify and hold the harmless each Administrative Agent (and any subAgent-agent thereof)Related Person, each BankLender and their respective Affiliates, each Issuing Bankdirectors, any holders of officers, employees, counsel, agents and attorneys-in-fact (collectively the Loans, and any Related Party of any of the foregoing Persons (collectively, the “"Indemnitees”") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, claimscosts, disbursements, costs expenses and expenses disbursements (including Attorney Costs) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with which may at any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may time be imposed on, incurred by or asserted against the Indemnitees by any third party or by any Borrower, such Indemnitee in any manner way relating to or arising out of or in connection with (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any of the other Transaction Documents Loan Document or any other agreement, document letter or instrument executed and delivered by such Borrower in connection herewith with the transactions contemplated thereby or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement consummation of the Banks to make the Loans under this Agreementtransactions contemplated thereby, (iib) any Commitment, Loan or Letter of Credit or the use or intended proposed use of the proceeds thereof therefrom (including any refusal by any the Issuing Bank Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities") in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 10.13 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Indemnity by Borrower. In addition The Borrower agrees to indemnify, save, and hold harmless, promptly upon demand, the payment of expenses pursuant to Section 9.03(a), whether or not the transactions contemplated hereby shall be consummatedAdministrative Agent, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay and hold the Administrative Agent (and any sub-agent thereof)Lender, each Bank, each Issuing Bank, any holders of the LoansGlobal Coordinator and their respective Affiliates and controlling Persons, and any Related Party the respective directors, officers, employees, attorneys, agents, consultants and advisors of or to any of the foregoing Persons (collectively, collectively the “Indemnitees”) harmless from and against any and all other liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses (including the fees, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees charges and disbursements of any counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liableIndemnitee), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by any Indemnitee or asserted against the Indemnitees any Indemnitee by any third party or by any Person (including the Borrower) other than such Indemnitee and its Related Parties arising out of, in any manner relating to connection with, or arising out as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the other Transaction Documents transactions contemplated hereby or any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Agreementthereby, (ii) any Loan or Letter of Credit or the use or intended proposed use of the proceeds thereof therefrom, or (including iii) any refusal actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Issuing Bank Indemnitee is a party thereto; provided that no Indemnitee shall be entitled to honor indemnification for any loss caused solely by its own gross negligence or willful misconduct or as a demand result of a claim brought by the Borrower against such Indemnitee for payment under a Letter of Credit if the documents presented breach in connection with such demand do not strictly comply with the terms bad faith of such Letter Indemnitee’s obligations hereunder or under any other Credit Document (in each case, as determined by a court of Creditcompetent jurisdiction in a final and non-appealable decision).

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether or not the transactions contemplated hereby shall be consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay and hold the Administrative Agent (and any sub-agent thereof), each Bank, each Issuing Bank, any holders of the Loans, and any Related Party of any of the foregoing Persons (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees by any third party or by any Borrower, in any manner relating to or arising out of (i) the execution or delivery of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether or not the transactions contemplated hereby shall be consummated, each (a) Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay indemnify and hold the Administrative Agent (and each Lender, its successors and assigns, its Affiliates, its directors, officers, attorneys, employees, and agents and the directors, officers, attorneys, employees and agents of its successors and assigns and Affiliates, and all Persons controlling any sub-agent thereof), each Bank, each Issuing Bank, any holders of them or their Affiliates within the meaning of the Loans, and any Related Party of any of the foregoing Persons Securities Act or Securities Exchange Act (collectively, the “Indemnitees”"Indemnified Persons") harmless from and ------------------- against any and all other liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs liabilities and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees by or involve any third party or by any Borrower, Indemnified Person in any manner relating and all actions, suits, proceedings (including any investigations or inquiries) or claims with respect to or arising out of (i) the execution or delivery of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewithLoan Documents, the statements contained in any commitment letters delivered by Senior Subordinated Note Indenture, or the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Existing Credit Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof transactions contemplated hereunder or thereunder (whether or not consummated), and (iii) the preparation, execution, delivery, administration and enforcement of the Loan Documents by the Agent or any Lender, and, upon demand by the Agent or any Lender, will pay or reimburse any such Indemnified Person for any reasonable legal or other expenses incurred in connection with investigating, defending or preparing to defend or participate in any such action, suit, proceeding (including any refusal by inquiry or investigation) or claim, whether commenced or threatened (including such expenses incurred on any Issuing Bank appeal), it being understood that each Indemnified Person shall have the right to honor a demand for payment under a Letter of Credit if the documents presented select its own counsel in connection with such demand do matters if such Indemnified Person is a party to any such action, suit, proceeding or claim; provided that Borrower shall not strictly comply with be responsible for such -------- indemnification to such Indemnified Persons to the terms extent that any such claims, losses, damages, liabilities or expenses result from such Indemnified Person's gross negligence or wilful misconduct. The provisions of this Section 11.11 ------------- shall apply whether or not any such Letter Indemnified Person is a party to any such action, suit, proceeding or claim, and are expressly intended to include, but not be limited to, reimbursement of Credit)legal and other expenses, including expenses incurred in depositions or discovery proceedings. The indemnity obligations of Borrower hereunder shall be in addition to, and not in limitation of, any other liability or obligation that Borrower may have to any Indemnified Person, at common law or otherwise, including, but not limited to, any obligation of contribution. (b) The Agent and each Lender agree that in the event that it becomes aware of any claim for indemnification under this Section 11.11, the Agent or such ------------- Lender shall promptly notify Borrower in writing, but any failure to so notify Borrower shall not relieve Borrower of any of its obligations hereunder. (c) Notwithstanding any provision of this Agreement to the contrary, the provisions of this Section 11.11 shall survive the termination of this Agreement ------------- and the repayment of the Revolving Credit Loan and the payment and performance of all other Obligations owed to the Agent and the Lenders for the applicable statute of limitations period.

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether or not the transactions contemplated hereby shall be consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay and hold the Administrative Agent (and any sub-agent thereof), each Bank, each the Issuing Bank, any holders of the Loans, and any Related Party of any of the foregoing Persons (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees by any third party or by any Borrower, in any manner relating to or arising out of (i) the execution or delivery of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof (including any refusal by any the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)