Indemnification. Whether or not the transactions contemplated hereby are consummated, Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so), pro rata, from and against any and all Indemnified Liabilities as such term is defined in [Section 13.14] and from and against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Agent in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this [Section 12.6] shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Section # Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, Lendersthe ​ shall indemnify upon demand theeach Agent-Related PersonsPerson (to the extent not reimbursed by or on behalf of Borrowersany Loan Party and without limiting the obligation of Borrowersany Loan Party to do so), acting as an Agent, pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities as such term is defined in [Section 13.14] and from and against any Excluded Taxes attributable to such Lender, in each case, that are payable or paidincurred by Agent in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however,it; provided that no Lender shall be liable for the payment to theany Agent-Related PersonsPerson of any portion of such Indemnified Liabilities resulting solely from such Agent-Related Person’s own gross negligence or willful misconduct.misconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required ​ (or such other number or percentage of the ​ as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this ‎[Section 9.07]; provided, further, that any obligation to indemnify an L/C Issuer pursuant to this ‎[Section 9.07] shall be limited to Revolving Credit ​ only. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this ‎[Section 9.07] applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each of the Administrative Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent or the Collateral Agent, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or the Collateral Agent, as the case may be, is not reimbursed for such expenses by or on behalf of Borrowers.the Loan Parties and without limiting their obligation to do so. The undertaking in this [Section 12.6]‎[Section 9.07] shall survive termination of the Aggregate Commitments, the payment of all other Obligations hereunder and the resignation of the Administrative Agent or replacement of Agent.the Collateral Agent, as the case may be.

Section # Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, Lendersthe ​ shall indemnify upon demand theeach Agent-Related PersonsPerson (to the extent not reimbursed by or on behalf of Borrowersany Loan Party and without limiting the obligation of Borrowersany Loan Party to do so), acting as an Agent, pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities as such term is defined in [Section 13.14] and from and against any Excluded Taxes attributable to such Lender, in each case, that are payable or paidincurred by Agent in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however,it; provided that no Lender shall be liable for the payment to theany Agent-Related PersonsPerson of any portion of such Indemnified Liabilities resulting solely from such Agent-Related Person’s own gross negligence or willful misconduct. Without limitationmisconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the foregoing, each Lender shall reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this [Section 12.6] shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.Required

Section # Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, Lenders shalleach Lender shall, on a ratable basis based on such Lender’s Pro Rata Share of all the Facilities, indemnify upon demand theeach Agent-Related PersonsPerson (to the extent not reimbursed by or on behalf of Borrowersany Loan Party and without limiting the obligation of Borrowersany Loan Party to do so), pro rata,and hold harmless each Agent-Related Person in each case from and against any and all Indemnified Liabilities asincurred by such term is defined in [Section 13.14] and from and against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Agent in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority;Agent-Related Person; provided, however, that no Lender shall be liable for the paymentany Indemnified Liabilities incurred by an Agent-Related Person to the Agent-Related Persons of any portion ofextent such Indemnified Liabilities resulting solelyare determined in a final and non-appealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct.misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this [Section 9.07]; provided, further, that to the extent any L/C Issuer is entitled to indemnification under this [Section 9.07] solely in its capacity and role as an L/C Issuer, only the Revolving Credit Lenders shall be required to indemnify such L/C Issuer under this [Section 9.07] (which indemnity shall be provided by such Lenders based upon their respective Pro Rata Share of the Revolving Facilities). In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this [Section 9.07] shall apply whether or not any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation oflimiting the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable sharePro Rata Share of any costs or out-of-pocket expenses (including Attorney Costs)the fees, disbursements and other charges of counsel) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this [Section 12.6]the Borrower; provided that such reimbursement by the Lenders shall survivenot affect the payment of all Obligations hereunder and the resignation or replacement of Agent.Borrower’ continuing reimbursement 83894470_5

Section # Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand theeach Agent-Related PersonsPerson (to the extent not reimbursed by or on behalf of Borrowersany Loan Party and without limiting the obligation of Borrowersany Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities as such term is defined in [Section 13.14] and from and against any Excluded Taxes attributable to such Lender, in each case, that are payable or paidincurred by Agent in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority;it; provided, however, that no Lender shall be liable for the payment to theany Agent-Related PersonsPerson of any portion of such Indemnified Liabilities resulting solelyto the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct.misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of Borrowers.the Borrower Parties. The undertaking in this [Section 12.6]Section shall survive termination of the Commitments, the payment of all other Obligations hereunder and the resignation or replacement of the Administrative Agent.

. Whether or not the transactions contemplated hereby are consummated, Lendersthe ​ shall indemnify upon demand theeach Agent-Related PersonsPerson (to the extent not reimbursed by or on behalf of Borrowersany Loan Party and without limiting the obligation of Borrowersany Loan Party to do so), pro rata,on an Aggregate Pro Rata Share basis, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities as such term is defined in [Section 13.14] and from and against any Excluded Taxes attributable to such Lender, in each case, that are payable or paidincurred by Agent in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however,it; provided that no Lender shall be liable for the payment to theany Agent-Related PersonsPerson of any portion of such Indemnified Liabilities resulting solely from such Agent-Related Person’s own gross negligence or willful misconduct.misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required ​ (or such other number or percentage of the ​ as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this [Section 9.07]. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this [Section 9.07] applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable shareAggregate Pro Rata Share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of Borrowers.the Borrowers, provided that such reimbursement by the ​ shall not affect the Borrowers’ continuing reimbursement obligations with respect thereto. The undertaking in this [Section 12.6]9.07] shall survive termination of the Aggregate Commitments, the payment of all other Obligations hereunder and the resignation or replacement of the Administrative Agent.

Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the ​ and each other Agent-Related PersonsPerson (solely to the extent any such Agent-Related Person was performing services on behalf of the ​) (to the extent not reimbursed by or on behalf of Borrowersany Loan Party and without limiting the obligation of Borrowersany Loan Party to do so), pro rata, and hold harmless the ​ and each other Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of the ​) from and against any and all Indemnified Liabilities as such term is defined in [Section 13.14] and from and against any Excluded Taxes attributable to such Lender, in each case, that are payable or paidincurred by Agent in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however,it; provided that no Lender shall be liable for the payment to theany Agent-Related PersonsPerson of any portion of such Indemnified Liabilities resulting solely from such Agent-Related Person’s own gross negligence or willful misconduct.misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Requisite Lenders, the Requisite Revolving Credit Lenders or the ​, as applicable (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this [Section 11.13]. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this [Section 11.13] applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse Agentthe ​ upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by Agentthe ​ in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agentthe ​ is not reimbursed for such expenses by or on behalf of Borrowers.the ​, provided that such reimbursement by the Lenders shall not affect the ​’s continuing reimbursement obligations with respect thereto, provided further that the failure of any Lender to indemnify or reimburse the ​ shall not relieve any other Lender of its obligation in respect thereof. The undertaking in this [Section 12.6]11.13] shall survive termination of the Aggregate Commitments, the payment of all other Obligations hereunder and the resignation of the ​, the Swing Loan Lender or replacement of Agent.any Issuer.

The Lenders shall severally indemnify upon demand theeach Agent-Related PersonsPerson (to the extent not reimbursed by or on behalf of Borrowersany Loan Party and without limiting the obligation of Borrowersany Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities as such term is defined in [Section 13.14] and from and against any Excluded Taxes attributable to such Lender, in each case, that are payable or paidincurred by Agent in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however,it; provided that no Lender shall be liable for the payment to theany Agent-Related PersonsPerson of any portion of such Indemnified Liabilities resulting solely from such Agent-Related Person’s own fraud, gross negligence or willful misconduct. Without limitationmisconduct, as determined by the final and non-appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the foregoing, eachRequired Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this [Section 9.07]. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this [Section 9.07] applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Each Lender shall severally reimburse each of the Administrative Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs)Costs but limited to one counsel (and one local counsel as reasonably necessary in each other relevant jurisdiction material to the interests of such Persons taken as a whole)) incurred by the Administrative Agent or the Collateral Agent, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or the Collateral Agent, as the case may be, is not reimbursed for such expenses by or on behalf of Borrowers.the Loan Parties. The undertaking in this [Section 12.6]9.07] shall survive termination of the paymentCommitments, the repayment, satisfaction or discharge in full of all other Obligations hereunder and the resignation of the Administrative Agent or replacement of Agent.the Collateral Agent, as the case may be.

Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, Lendersthe Borrower Parties shall indemnify upon demandand hold harmless each Agent-Related Person, each Lender and each of their respective Affiliates and their respective partners, trustees, administrators, managers, advisors, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so), pro rata,“Indemnitees”) from and against any and all Indemnified Liabilities as such term is defined in [Section 13.14]liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and from anddisbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Excluded Taxes attributablesuch Indemnitee in any way relating to such Lender, in each case, that are payable or paid by Agentarising out of or in connection with or as a result of # the execution, delivery, enforcement, performance or administration of any Obligations, andLoan Document or any reasonable expenses arising therefromother agreement, letter or instrument delivered in connection with respect thereto, whetherthe transactions contemplated thereby or not such Indemnified Taxes were correctlythe consummation of the transactions contemplated thereby, # any Commitment or legally imposedLoan or assertedthe use or proposed use of the proceeds therefrom, # any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the relevant Governmental Authority; provided, however, that no Lender shall be liable forBorrower, the paymentParent, any Consolidated Entity or any other Loan Party, or any Environmental Liability related in any way to the Agent-Related PersonsBorrower, the Parent, any Consolidated Entity or any other Loan Party, or # 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 portionpending 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 OR ARISING, IN WHOLE OR IN PART OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such Indemnified Liabilities resulting solelyindemnity 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 # such Person’Indemnitee’s gross negligence or willful misconduct. Without limitationmisconduct, # a material breach by such Indemnitee of its obligations under this Agreement or # disputes solely among Indemnitees (other than any claims against any Indemnitee in its capacity as the Administrative Agent or an Arranger or any similar role under this Agreement) and not arising out of or involving any act or omission of the foregoing, each LenderBorrower or any of Parent’s Subsidiaries or Affiliates (including its officers, directors, employees or controlling persons). No Indemnitee shall reimburse Agent upon demandbe liable for its ratable shareany damages arising from the use by others of any costsinformation or out-of-pocket expenses (including Attorney Costs) incurredother materials obtained through the Platform or any other similar information transmission system that is approved by Agentthe Borrower, such approval not to be unreasonably withheld, conditioned or delayed, or any electronic messaging service in connection with the preparation, execution, delivery, administration, modification, amendmentthis Agreement, nor shall any Indemnitee or enforcement (whether through negotiations, legal proceedingsany party to this Agreement have any liability for any indirect or otherwise) of,consequential damages relating to this Agreement or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document,Document or any document contemplated byarising out of its activities in connection herewith or referred to herein, totherewith (whether before or after the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers.Closing Date). All amounts due under this [Section 10.05] shall be payable within ten (10) Business Days after demand therefor. The undertakingagreements in this [Section 12.6]Section shall survive the paymentresignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all Obligations hereunder and the resignation or replacementother Obligations. Without limiting the provisions of Agent.[Section 3.01(c)], this [Section 10.05] shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

sufficient amounts from the Collections of Borrowers and their Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and expenses by Parent, Borrowers or their Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, Lenderseach of the Lenders, on a ratable basis, shall indemnify upon demandand defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so), pro rata, from and against any and all Indemnified Liabilities as such term is defined in [Section 13.14] and from and against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Agent in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority;Liabilities; provided, however, thatthat, no Lender shall be liable for the payment to theany Agent-Related PersonsPerson of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct.misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make an Advance or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent promptly upon demand for itssuch Lender’s ratable share of any costs or out-of-out of pocket expenses (including Attorney Costs)attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendmentamendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement,Agreement or any other Loan Document, or any document contemplated by or referred to herein,Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this [Section 12.6]Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.