Indemnification by Company. The Company shall indemnify the Lender (and any sub-agent thereof) and each Related Party of the Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursements and out-of-pocket fees and expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any Indemnitee in any way relating to or arising out of or in connection with or by reason of # any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of any of the following, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, litigation or proceeding): # the execution, delivery, enforcement, performance or administration of any Loan Document or any other document delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby or # any Commitment, any Loan or the use or proposed use thereof or of the proceeds thereof; 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, fees and expenses 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; collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee and regardless of whether such Indemnitee is a party thereto, and whether or not any such claim, litigation, investigation or proceeding is brought by the Company, its equity holders, its affiliates, its creditors or any other Person.

Indemnification by Company. The Company shallagrees to indemnify and hold harmless the Lender[[Person A:Person]] (and any sub-agent thereof), each Lender, each Issuing Bank, each Joint Bookrunner and each Related PartyJoint Lead Arranger and each of their respective Affiliates and the respective officers, directors, employees, agents, advisors and other representatives of the Lender (each such Person being calledforegoing (each, an “Indemnitee”“Indemnified Party”) against,from and holdagainst (and will reimburse each Indemnitee harmless from,Indemnified Party as the same are incurred for) any and all liabilities, obligations,claims, damages, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursements and out-of-pocket feesliabilities and expenses (including(including, without limitation, the reasonable fees, disbursements and other charges of counsel but in each case limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of anyone counsel to all Indemnified Parties taken as a whole and, if reasonably necessary, one local counsel for any Indemnitee)all Indemnified Parties taken as a whole in each relevant jurisdiction and, solely in the case of any kindan actual or nature whatsoever which may at any time be imposed on,perceived conflict of interest, one additional counsel (and if reasonably necessary, one local counsel in each relevant jurisdiction) to each group of similarly situated affected Indemnified Parties) that are incurred by or asserted or awarded against any IndemniteeIndemnified Party in any way relating toits agent or lending capacity under, or otherwise in connection with, the Loan Documents, in each case arising out of or in connection with or by reason of # any actualof, or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of any of the following, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, litigation or proceeding): # the execution, delivery, enforcement, performance or administration of any Loan Document or any other document delivered in connection with the transactions contemplated therebypreparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with the consummation ofLoan Documents, the transactions contemplated therebyproposed or # any Commitment, any Loan or theactual use or proposed use thereof or of the proceeds thereof; provided that such indemnity shall not, as totherefrom or any Indemnitee, be available toof the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, fees and expenses 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; collectively, the “Indemnified Liabilities”), in all cases,other transactions contemplated thereby, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee and regardless of whether such Indemnitee is a party thereto, and whether or not any such claim, litigation, investigationinvestigation, litigation or proceeding is brought by the Company, its equity holders, its affiliates, itsshareholders or creditors or an Indemnified Party or any other Person.person or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNIFIED PARTY, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from # such Indemnified Party’s bad faith, gross negligence or willful misconduct or # the material breach by such Indemnified Party of its obligations under this

Indemnification by Company. The Company shall indemnify the Administrative Agent, each Arranger and each Lender (and any sub-agent thereof) and each Related Party of any of the Lenderforegoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, claims, demands, actions, judgments, suits,liabilities and related reasonable and documented costs (including settlement costs), disbursements and out-of-pocket fees and expenses (includingexpenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee) of any kind or nature whatsoever which may at any time be imposed on,Indemnitee, incurred by or asserted or awarded against any Indemnitee in any way relating to or arising out of orof, in connection withwith, or by reasonas a result of # any actual or prospective claim, litigation, investigationinvestigation, arbitration or proceeding in any way relating to, arising out of, in connection with or by reason of any of the following,proceeding, whether based on contract, tort or any other theory (includingand regardless of whether any investigation of, preparation for, or defense of any pending or threatened claim, litigation or proceeding):Indemnitee is a party thereto, relating to # the execution, delivery, enforcement, performanceexecution or administrationdelivery of anythe Loan DocumentDocuments or any other document delivered in connection withagreement or instrument contemplated thereby, the transactions contemplated therebyperformance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby orthereby, # any Commitment, any Loan or the use or proposed use thereof or of the proceeds thereof;therefrom or # any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, claims, damages, penalties, claims, demands, actions, judgments, suits, costs, fees andliabilities or related expenses 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; collectively,Indemnitee or any of its Affiliates or representatives, # from the “Indemnified Liabilities”),material breach in all cases, whetherbad faith by such Indemnitee of its express obligations under the Loan Documents or # a dispute solely among Indemnitees (other than a dispute involving a claim against an Indemnitee in its capacity as an arranger or agent in respect of the Agreement, and in any such event described in this [clause (iii)] solely to the extent that the underlying dispute does not causedarise as a result of any action, inaction, representation or misrepresentation of, or information provided, or that was failed to be provided, by or arising, in whole or in part, out ofon behalf of, the negligence of such Indemnitee and regardless of whether such Indemnitee is a party thereto, and whether or not any such claim, litigation, investigation or proceeding is brought by the Company, its equity holders, its affiliates, its creditorsCompany or any other Person.of its Subsidiaries).

Indemnification by the Company. The Company shall indemnify the LenderAdministrative Agent (and any sub-agent thereof) and each Lender, and each Related Party of any of the Lenderforegoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursementsliabilities and out-of-pocketrelated expenses (including, but limited in the case of legal fees and expenses (includingexpenses, to the reasonable and properly documented fees, charges and disbursements of anyone counsel for any Indemnitee)to the Indemnitees taken as a whole and, if necessary, one firm of any kindlocal counsel in each appropriate jurisdiction, and, in the case of an actual or nature whatsoever which may at any time be imposed on,perceived conflict of interests where the Indemnitee affected by such conflict informs the Company of such conflict, one additional counsel to each group of affected Indemnitees similarly situated taken as a whole), incurred by any Indemnitee or asserted or awarded against any Indemnitee by any third party or by the Company or any other Loan Party arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan 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 transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, # any Loan or the use or proposed use of the proceeds therefrom, # any actual or alleged presence or Release of Hazardous Materials on or from any property, including leaseholds, owned or operated by the Company or any of its Subsidiaries, or any Environmental Claim or liability under any Environmental Law, in each case to the extent related in any way relating to the Company or arising outany of its Subsidiaries, or in connection with or by reason of # any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason ofto any of the following,foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for,theory, whether brought by a third party or defense of any pending or threatened claim, litigation or proceeding): #by the execution, delivery, enforcement, performance or administration of any Loan DocumentCompany or any other document delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby or #its Affiliates, and regardless of whether any Commitment, any Loan or the use or proposed use thereof or of the proceeds thereof;Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, claims, damages, penalties, claims, demands, actions, judgments, suits, costs, fees andliabilities or related expenses # are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee; collectively,Indemnitee, # result from a claim brought by the “Indemnified Liabilities”), in all cases, whetherCompany or not caused by or arising, in whole or in part, outany of the negligenceits Affiliates against an Indemnitee for material breach of such IndemniteeIndemnitee’s obligations hereunder or under any other Loan Document, if the Company or such Affiliate has obtained a final and regardlessnonappealable judgment in its favor on such claim as determined by a court of whether such Indemnitee iscompetent jurisdiction or # result from a party thereto,claim not involving an act or omission of a Loan Party and whether or not any such claim, litigation, investigation or proceedingthat is brought by an Indemnitee against another Indemnitee (other than against any Arranger or the Company, its equity holders, its affiliates, its creditors orAdministrative Agent in their capacities as such). This Section 9.12(b) shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, liabilities and related expenses arising from any other Person.non-Tax claim, excluding Taxes for which the Indemnitee has been indemnified under Section 9.01.

Indemnification by Company. The CompanyBorrower shall indemnify the Lender (and any sub-agent thereof)Bank, and each Related Party of the LenderBank (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursementsliabilities and out-of-pocket fees andrelated expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any kind or nature whatsoever which may at any time be imposed on,Indemnitee, incurred by any Indemnitee or asserted or awarded against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, # any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the 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), # any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way relating to the Borrower or arising outany of its Subsidiaries, or in connection with or by reason of # any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason ofto any of the following,foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for,theory, whether brought by a third party or defense of any pending or threatened claim, litigation or proceeding): #by the execution, delivery, enforcement, performance or administration of any Loan DocumentBorrower or any other document delivered in connection with the transactions contemplated thereby or the consummationLoan Party, and regardless of the transactions contemplated thereby or #whether any Commitment, any Loan or the use or proposed use thereof or of the proceeds thereof;Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, claims, damages, penalties, claims, demands, actions, judgments, suits, costs, fees andliabilities or related expenses # are determined by a court of competent jurisdiction by final and nonappealablenon-appealable judgment to have resulted from # the gross negligence or willful misconduct of such Indemnitee; collectively,Indemnitee or # a claim brought by the “Indemnified Liabilities”), in all cases, whetherBorrower or any other Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document or # result from any claim not caused byinvolving an act or arising, in whole or in part, outomission of the negligence of such IndemniteeBorrower and regardless of whether such Indemnitee is a party thereto, and whether or not any such claim, litigation, investigation or proceedingthat is brought by the Company, its equity holders, its affiliates, its creditors or any other Person.an Indemnitee against another Indemnitee.

Indemnification by Company. The CompanyBorrower shall indemnify the Lender (and any sub-agent thereof)Lender, and each Related Party of the Lender (each such Person being called an “Indemnitee”“Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursementsincremental taxes, liabilities and out-of-pocket fees and expenses (includingrelated expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee) of any kind or nature whatsoever which may at any time be imposed on,Indemnitee, incurred by or asserted or awarded against any Indemnitee arising out of, in connection with, or as a result of # the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, # any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the 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), # any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or a Subsidiary, or any Environmental Liability related in any way relating to the Borrower or arising outSubsidiary, # the failure of the Borrower to deliver to the Lender the required receipts or in connectionother required documentary evidence with orrespect to a payment made by reason ofthe Borrower for Taxes pursuant to [Section 2.15], or # any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason ofto any of the following,foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Borrower or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory (includingand regardless of whether any investigation of, preparation for, or defense of any pending or threatened claim, litigation or proceeding): # the execution, delivery, enforcement, performance or administration of any Loan Document or any other document delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby or # any Commitment, any Loan or the use or proposed use thereof or of the proceeds thereof;Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, claims, damages, penalties, claims, demands, actions, judgments, suits, costs, fees andliabilities or related expenses 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; collectively, the “Indemnified Liabilities”), in all cases, whetherIndemnitee. This [Section 8.03(b)] shall not apply with respect to Taxes other than any Taxes that represent losses or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee and regardless of whether such Indemnitee is a party thereto, and whether or notdamages arising from any such claim, litigation, investigation or proceeding is brought by the Company, its equity holders, its affiliates, its creditors or any other Person.non-Tax claim.

Indemnification by the Company. The Company shall indemnify the LenderAdministrative Agent (and any sub-agent thereof), each Syndication Agent, the Documentation Agent, each Lender and the L/C Issuer, and each Related Party of any of the Lenderforegoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursementsLiabilities and out-of-pocket fees andrelated expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any kind or nature whatsoever which may at any time be imposed on,Indemnitee, incurred by any Indemnitee or asserted or awarded against any Indemnitee by any third party or by any Borrower or any other Loan Party arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, # any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way relating to any Borrower or arising outany of its Subsidiaries or in connection with or by reason of # any actual or prospective claim, litigation, investigation or proceeding in any wayProceeding relating to, arising out of, in connection with or by reason ofto any of the following,foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for,theory, whether brought by a third party or defense of any pending or threatened claim, litigation or proceeding): #by the execution, delivery, enforcement, performance or administration of any Loan DocumentCompany or any other document deliveredLoan Party, and regardless of whether any Indemnitee is a party thereto, in connection with the transactions contemplated therebyall cases, whether or the consummationnot caused by or arising, in whole or in part, out of the transactions contemplated therebycomparative, contributory or # any Commitment, any Loan or the use or proposed use thereof orsole negligence of the proceeds thereof;Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, claims, damages, penalties, claims, demands, actions, judgments, suits, costs, fees andliabilities or related expenses # 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; collectively, the “Indemnified Liabilities”), in all cases, whetherIndemnitee or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee and regardless of whether such Indemnitee is a party thereto, and whether or not any such claim, litigation, investigation or proceeding is brought by the Company, its equity holders, its affiliates, its creditors or any other Person.

Indemnification by Company. The Company#​ shall indemnify [[Administrative Agent:Organization]], the Lender (and any sub-agent thereof)Issuing Banks and each Lender, and each Related Party of any of the Lenderforegoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursementsliabilities and out-of-pocket fees and expenses (includingrelated expenses, including the reasonable fees, charges and disbursements of anya single firm of counsel for anyall such Indemnitees, taken as a whole and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, solely in the case of an actual or perceived conflict of interest where the indemnified person affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, of one other firm of counsel for each such affected Indemnitee) of any kind or nature whatsoever which may at any time be imposed on,, incurred by or asserted or awarded against any Indemnitee arising out of, in connection with, or as a result of # the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, # any Loan or Letter of Credit or the use of the proceeds 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), # any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by ​ or any of its Subsidiaries, or any Environmental Liability related in any way relating to ​ or arising outany of its Subsidiaries, or in connection with or by reason of # any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason ofto any of the following,foregoing, whether or not such claim, litigation, investigation or proceeding is brought by a Borrower or its respective equity holders, Affiliates, Creditors or any other third Person and whether based on contract, tort or any other theory (includingand regardless of whether any investigation of, preparation for, or defense of any pending or threatened claim, litigation or proceeding): # the execution, delivery, enforcement, performance or administration of any Loan Document or any other document delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby or # any Commitment, any Loan or the use or proposed use thereof or of the proceeds thereof;Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, claims, damages, penalties, claims, demands, actions, judgments, suits, costs, fees andliabilities or related expenses # are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of, or the material breach of such Indemnitee; collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence ofany express material obligation of, such Indemnitee or # arise from any proceeding not involving any act or omission by ​ or its Affiliates and regardless of whether such Indemnitee is a party thereto, and whether or not any such claim, litigation, investigation or proceedingthat is brought by the Company,any Indemnitee against any other Indemnitee (other than any proceeding brought against an Indemnitee in its equity holders, its affiliates, its creditorscapacity as an agent, an arranger, a bookrunner or any similar role under the Loan Documents). This Section 8.03(b) shall not apply with respect to Taxes other Person.than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Indemnification by Company. The CompanyBorrower shall indemnify the Lender (and any sub-agent thereof)Lender, its affiliates, and each Related Party oftheir respective partners, directors, officers, employees, agents and advisors (collectively the Lender (each such Person being called an “Indemnitee”“Indemnitees”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursementsliabilities and out-of-pocket fees andrelated expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee) of any kind or nature whatsoever which may at any time be imposed on,, incurred by any Indemnitee or asserted or awarded against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, # the Term Loan or the use or proposed use of the proceeds therefrom, # any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any Subsidiary, or any Environmental Liability related in any way relating to the Borrower or arising out ofany Subsidiary, or in connection with or by reason of # any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason ofto any of the following,foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, litigation or proceeding): # the execution, delivery, enforcement, performance or administration of any Loan Document or any other document delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby or # any Commitment, any Loan or the use or proposed use thereof or of the proceeds thereof; 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, fees and expenses are determinedtheory, whether brought by a court of competent jurisdictionthird party or by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such IndemniteeBorrower, and regardless of whether suchany Indemnitee is a party thereto, and whether or not any such claim, litigation, investigation or proceeding is brought by the Company, its equity holders, its affiliates, its creditors or any other Person.

Indemnification by Company.the Loan Parties. The Company shallLoan Parties shall, jointly and severally, indemnify the LenderAdministrative Agent (and any sub-agent thereof) and each Lender and each Related Party of any of the Lenderforegoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, claims, penalties, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursementsliabilities and related expenses (includingin the case of legal expenses, limited to the reasonable and documented out-of-pocket fees and expenses (including the reasonable fees, charges and disbursements of anyanyone primary outside counsel for any Indemnitee) of any kind or nature whatsoever which may at any time be imposed on,Indemniteeand one local counsel in each relevant jurisdiction for all Indemnitees, taken as a whole), incurred by any Indemnitee or asserted or awarded against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, # any Advance or the use or proposed use of the proceeds therefrom, # any actual or alleged presence or Environmental Releases on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way relating to the Borrower or arising outany of its Subsidiaries, or in connection with or by reason of # any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason ofto any of the following,foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for,theory, whether brought by a third party or defense of any pending or threatened claim, litigation or proceeding): #by the execution, delivery, enforcement, performance or administration of any Loan DocumentBorrower or any other document delivered in connection with the transactions contemplated thereby or the consummationLoan Party, and regardless of the transactions contemplated thereby or #whether any Commitment, any Loan or the use or proposed use thereof or of the proceeds thereof;Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, claims, damages, penalties, claims, demands, actions, judgments, suits, costs, fees andliabilities or related expenses (xw) 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; collectively,Indemnitee or its Related Parties, (yx) result from a claim brought by the “Indemnified Liabilities”),Borrower or any other Loan Party against an Indemnitee for breach in all cases, whether or not caused by or arising, in whole or in part, out of the negligencebad faith of such IndemniteeIndemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and regardlessnonappealable judgment in its favor on such claim as determined by a court of whether such Indemnitee is a party thereto, and whether or notcompetent jurisdiction., # result from the settlement of any such claim, litigation, investigationinvestigation, litigation or proceeding is broughtother proceedings described in [clause (iv) above] unless the Borrower has consented to such settlement (which consent shall not be unreasonably withheld or delayed (provided that nothing in this clause (y) shall restrict the right of any person to settle any claim for which it has waived its right of indemnity by the Company, its equity holders, its affiliates, its creditorsBorrower) or # result from disputes solely among Indemnitees and not involving any act or omission of an Obligor or any other Person.of Affiliate thereof (other than any dispute against the Administrative Agent in its capacity as such).