Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons and the Lender-Related Persons (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of one counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder to any Indemnitee to the extent that such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, fraud, or willful misconduct of such Indemnitee or its Affiliates or the violation of the express terms of this Agreement by such Indemnitee or its Affiliates. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this [Section 8.2]. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law or public policy. The obligations of Borrower under this [Section 8.2] shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder. This [Section 8.2] shall not apply with respect to Taxes, which shall be governed by Section 10.11, other than any Taxes that represent liabilities, obligations, losses or damages, arising from a non-Tax claim.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether. Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay,the Borrowers shall indemnify and hold harmless theeach Agent-Related PersonsPerson, each Lender and the Lender-Related Personstheir respective Affiliates, directors, officers, employees, agents, trustees and investment advisors (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, causes of action, judgments, suits, claims, costs, expenses,expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of one counsel for such Indemnitees in connection withwhich may at any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that maytime be imposed on, incurred by,by or asserted against any such Indemnitee,Indemnitee in any mannerway relating to or arising out of or in connection with # the Revolver Commitments,execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the use or intended use of the proceeds of the Loanstransactions contemplated thereby or the consummation of the transactions contemplated thereby, # any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by this Agreement, includingthe 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 matteractual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrowers, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Borrowers, any Subsidiary 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 arisingany 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 filing or recordation of anynegligence of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, however,Indemnitee; provided that Borrowersuch indemnity shall have no obligation hereundernot, as to any IndemniteeIndemnitee, be available to the extent that such Indemnified Liabilitiesliabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are found in a final non-appealable judgmentdetermined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from # the gross negligence, fraud, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee, # a material breach of the Loan Documents by such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee or # any dispute among Indemnitees other than claims against any Indemnitee in its Affiliatescapacity or in fulfilling its role as an agent or arranger or any other similar role hereunder and other than any claims arising out of any act or omission of the violationBorrowers or their affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through the Platform in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Fifth Restatement Effective Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this [Section 10.05] applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this [Section 10.05] shall be paid within ten Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Agreement by such Indemnitee or its Affiliates. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of[Section 10.05]. The agreements in this [Section 8.2]. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law or public policy. The obligations of Borrower under this [Section 8.2]10.05] shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of this Agreementthe Aggregate Commitments and the repayment, satisfaction or discharge of Borrower’sall the other obligations hereunder. This [Section 8.2] shall not apply with respect to Taxes, which shall be governed by Section 10.11, other than any Taxes that represent liabilities, obligations, losses or damages, arising from a non-Tax claim.Obligations.

Indemnity. In addition toIndemnification by the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whetherBorrower. Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to indemnify, exonerate, defend, pay,Parties shall indemnify and hold harmless theeach Agent-Related PersonsPerson, each Lender and the Lender-Related Personseach of their respective Affiliates and their respective partners, trustees, administrators, managers, advisors, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, causes of action, judgments, suits, claims, costs, expenses,expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of one counsel for such Indemnitees in connection withwhich may at any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that maytime be imposed on, incurred by,by or asserted against any such Indemnitee,Indemnitee in any mannerway relating to or arising out of or in connection with or as a result of # the Revolver Commitments,execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the use or intended use of the proceeds of the Loanstransactions contemplated thereby or the consummation of the transactions contemplated thereby, # any Commitment or 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 currently or formerly owned or operated by this Agreement, includingthe Borrower, the Parent, any matterConsolidated Entity or any other Loan Party, or any Environmental Liability related in any way to the Borrower, the Parent, any Consolidated Entity or any other Loan Party, or # any actual or prospective claim, litigation, investigation or proceeding relating to or arising out of the filing or recordation of any of the Loan Documents which filingforegoing, whether based on contract, tort or recordationany 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 done based upon information supplied by Borrower to Agent and its counsel (thea party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however,, 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 Borrowersuch indemnity shall have no obligation hereundernot, as to any IndemniteeIndemnitee, be available to the extent that such Indemnified Liabilitiesliabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are found in a final non-appealable judgmentdetermined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the# such Indemnitee’s gross negligence, fraud,negligence or willful misconduct of such Indemnitee or its Affiliates or the violation of the express terms of this Agreementmisconduct, # 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 Affiliates. Eachcapacity 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 Borrower or any of Parent’s Subsidiaries or Affiliates (including its officers, directors, employees or controlling persons). No Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim undershall be liable for any damages arising from the indemnification provisions of this [Section 8.2]. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violativeuse by others of any lawinformation or public policy, Borrower shall makeother materials obtained through the maximum contribution to the payment and satisfaction of each of the Indemnified LiabilitiesPlatform or any other similar information transmission system that is permissible under applicable lawapproved by the Borrower, such approval not to be unreasonably withheld, conditioned or public policy. The obligationsdelayed, or any electronic messaging service in connection with this Agreement, nor shall any Indemnitee or any party to this Agreement have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of Borrowerits activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this [Section 8.2]10.05] shall be payable within ten (10) 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 this Agreementthe Commitments and the repayment, satisfaction or discharge of Borrower’sall the other obligations hereunder. ThisObligations. Without limiting the provisions of [Section 8.2]3.01(c)], this [Section 10.05] shall not apply with respect to Taxes, which shall be governed by Section 10.11,Taxes other than any Taxes that represent liabilities, obligations, losses orlosses, claims, damages, etc. arising from aany non-Tax claim.

Indemnity. In additionThe Borrower hereby further agrees to indemnify the paymentAgent, each Lender, their respective affiliates, and each of their directors, officers, employees, partners, advisors, representatives and agents (each such Person being referred to as an “Indemnitee”) against all actual losses, claims, damages, penalties, judgments, liabilities and expenses pursuant(including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, any Lender or any affiliate is a party thereto) which any of them may pay or incur arising out of or relating to Section 8.1 hereof, and irrespective of whetherthis Agreement, the other Loan Documents, the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmlesshereby, the Agent-Related Persons and the Lender-Related Persons (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kinddirect or nature whatsoever (including the reasonable and documented fees and disbursements of one counsel for such Indemnitees in connection with any investigation, administrative,indirect application or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended useproposed application of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder to any Indemnitee# except to the extent that such Indemnified Liabilitiesthey are founddetermined in a final non-appealable judgment by a court of competent jurisdiction to have resulted fromfrom: # the gross negligence, fraud,negligence or willful misconduct of such Indemniteethe party seeking indemnification or its Affiliates or the violation of the express terms of this Agreement by such Indemnitee or its Affiliates. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to# a claim brought by the Borrower against any indemnified person for breach in bad faith of such Person’s material obligations under the indemnification provisions of thisany Loan Document, and # except as provided in [Section 8.2]3.5]. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law or public policy. The obligations of the Borrower under this [Section 8.2]10.6] shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.Agreement. This [Section 8.2]10.6(c)] shall not apply with respect to Taxes, which shall be governed by Section 10.11,Taxes other than any Taxes that represent liabilities, obligations, losseslosses, claims or damages,damages arising from aany non-Tax claim.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whetherIndemnification. Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmlessLenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting the Lender-Related Persons (collectively the “Indemnitees” and individually as “Indemnitee”)obligation of Borrowers to do so), pro rata, from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses,Indemnified Liabilities as such term is defined in [Section 13.14] and disbursements offrom and against any kindExcluded Taxes attributable to such Lender, in each case, that are payable or nature whatsoever (including the reasonable and documented fees and disbursements of one counsel for such Indemniteespaid by Agent in connection with any investigation, administrative,Obligations, and any reasonable expenses arising therefrom or judicial proceeding,with respect thereto, whether or not such Indemnitee shall be designated a party thereto), that may beIndemnified Taxes were correctly or legally imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out ofby the Revolver Commitments, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”);relevant Governmental Authority; provided, however, that Borrowerno Lender shall have no obligation hereunderbe liable for the payment to the Agent-Related Persons of any Indemniteeportion 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 Indemnified Liabilities are foundexpenses by or on behalf of Borrowers. The undertaking in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, fraud, or willful misconduct of such Indemnitee or its Affiliates or the violation of the express terms of this Agreement by such Indemnitee or its Affiliates. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this [Section 8.2]. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law or public policy. The obligations of Borrower under this [Section 8.2]12.6] shall survive the terminationpayment of this Agreementall Obligations hereunder and the dischargeresignation or replacement of Borrower’s other obligations hereunder. This [Section 8.2] shall not apply with respect to Taxes, which shall be governed by Section 10.11, other than any Taxes that represent liabilities, obligations, losses or damages, arising from a non-Tax claim.Agent.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated,Indemnification. Borrower agrees toshall pay, indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons andPersons, the Lender-Related Persons (collectivelyPersons, and each Participant (each, an "Indemnified Person") harmless (to the “Indemnitees” and individually as “Indemnitee”)fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, obligations, losses,fines, costs, penalties, and damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including theall reasonable and documented fees and disbursements of one counsel for such Indemniteesattorneys', experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them # in connection with or as a result of or related to the execution and delivery (provided that Borrower shall not be liable for costs and expenses (including attorneys' fees) of any Lender (other than Wells Fargo) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan Documents), enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of Parent's and its Subsidiaries' compliance with the terms of the Loan Documents (provided, that the indemnification in this clause (a) shall not extend to # disputes solely between or among the Lenders, # disputes solely between or among the Lenders and their respective Affiliates; it being understood and agreed that the indemnification in this clause (a) shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand, or # any Taxes or any costs attributable to Taxes, which shall be governed by Section 16), # with respect to any investigation, administrative,litigation, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by,proceeding related to this Agreement, any other Loan Document, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loanscredit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or the consummation of the transactions contemplated by this Agreement, including any matter relating toact, omission, event, or circumstance in any manner related thereto, and # in connection with or arising out of the filingany presence or recordationrelease of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by Borrower or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any such assets or properties of Borrower or any of its Subsidiaries (each and all of the Loan Documents which filing or recordation is done based upon information supplied by Borrowerforegoing, the "Indemnified Liabilities"). The foregoing to Agent and its counsel (the “Indemnified Liabilities”); provided, however, thatthe contrary notwithstanding, Borrower shall have no obligation hereunder to any IndemniteeIndemnified Person under this [Section 10.3] with respect to the extentany Indemnified Liability that such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction finally determines to have resulted from the gross negligence, fraud,negligence or willful misconduct of such IndemniteeIndemnified Person or its Affiliatesofficers, directors, employees, attorneys', or the violation of the express terms of this Agreement by such Indemnitee or its Affiliates. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this [Section 8.2]. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law or public policy. The obligations of Borrower under this [Section 8.2]agents. This provision shall survive the termination of this Agreement and the dischargerepayment in full of Borrower’sthe Obligations. If any Indemnified Person makes any payment to any other obligations hereunder. This [Section 8.2] shall not applyIndemnified Person with respect to Taxes,an Indemnified Liability as to which shallBorrower was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be governedindemnified and reimbursed by SectionBorrower with respect thereto. SUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION 10.11, other than any Taxes that represent liabilities, obligations, losses or damages, arising from a non-Tax claim.3, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

Indemnity. In addition toThe Borrower shall indemnify the paymentAdministrative Agent and each Lender, and each Related Party of expenses pursuant to Section 8.1 hereof, and irrespectiveany of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay,foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless the Agent-Related Persons and the Lender-Related Persons (collectively the “Indemnitees” and individually as “Indemnitee”) from and againstfrom, any and all liabilities, obligations, losses, claims, damages, penalties, actions, causes of action, judgments, suits, claims, costs,liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of one counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto)(not to include allocated costs of internal counsel), that may be imposed on, incurred by,by or asserted against such Indemnitee, in any manner relating to orIndemnitee arising out of, in connection with, or as a result of # the Revolver Commitments,execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the use or intended useperformance by the parties hereto of the proceeds of the Loanstheir respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated by this Agreement, includinghereby, # any matter relating toLoan or arising outthe use of the filingproceeds therefrom, # any actual or recordationalleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Loan Documents which filingSubsidiaries, or recordation is done based upon information supplied byany Environmental Liability related in any way to the Borrower toor any of the Subsidiaries; provided that any such losses, claims, damages, liabilities and expenses arise out of or in connection with such Indemnitee’s acting as Administrative Agent, Co-Administrative Agent and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunderor a Lender under this Agreement, 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, whether brought by a third party or by the Borrower or any Subsidiary and regardless of whether any Indemnitee is a party thereto; provided that such indemnity set forth in the foregoing clauses (i), (ii), (iii) and (iv) shall not, as to any Indemnitee, be available to the extent that such Indemnified Liabilitieslosses, claims, damages, liabilities or related expenses are found in a final non-appealable judgmentdetermined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, fraud,negligence or willfulwilful misconduct of, or violation of law by, such Indemnitee. The Borrower will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without the Borrower’s consent, which consent may not be withheld unless such settlement is unreasonable in light of such Indemniteeclaims or its Affiliates or the violation of the express terms of this Agreement byactions against, and defenses available to, such Indemnitee or its Affiliates. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions ofIndemnitee. Anything in this [Section 8.2]. To9.03(b)] to the extent thatcontrary notwithstanding, the undertaking to indemnify, pay,Borrower shall not be liable for the fees and hold harmless set forthexpenses of more than one primary outside counsel and one local outside counsel per jurisdiction retained by each Indemnitee in connection with the preceding sentence may be unenforceable because it is violativedefense of any law or public policy,action for which indemnification is sought hereunder. The Borrower shall make the maximum contributionhave no obligation to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law or public policy. The obligations of Borrowerany Indemnitee under this [Section 8.2] shall survive the termination9.03(b)] for matters for which such Indemnitee has been fully compensated pursuant to any other provision of this Agreement and the discharge of Borrower’s other obligations hereunder.Agreement. This [Section 8.2]9.03(b)] shall not apply with respect to Taxes, which shall be governed by Section 10.11,Taxes other than any Taxes that represent liabilities, obligations, losses orlosses, claims, damages, etc. arising from aany non-Tax claim.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated,Indemnification. Each Borrower agrees toshall pay, indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons andPersons, the Lender-Related Persons (collectivelyPersons, and each Participant (each, an “Indemnified Person”) harmless (to the “Indemnitees” and individually as “Indemnitee”)fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, obligations, losses,fines, costs, penalties, and damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including theall reasonable and documented fees and disbursements of one counsel for such Indemniteesattorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any investigation, administrative,time asserted against, imposed upon, or judicial proceeding, whether such Indemniteeincurred by any of them # in connection with or as a result of or related to the execution and delivery (provided that Borrowers shall not be liable for costs and expenses (including attorneys’ fees) of any Lender (other than Wells Fargo) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan Documents), enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of the Loan Parties’ compliance with the terms of the Loan Documents (provided, that the indemnification in this clause (a) shall not extend to # disputes solely between or among Indemnified Persons that do not involve any violation of the Loan Documents by any Loan Party; it being understood and agreed that the indemnification in this clause (a) shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand, or # any Taxes or any costs attributable to Taxes, which shall be designated a party thereto)governed by Section 16), that may be imposed on, incurred by,# with respect to any actual or asserted against such Indemnitee, inprospective investigation, litigation, or proceeding related to this Agreement, any manner relating toother Loan Document, the making of any Loans or arising outissuance of the Revolver Commitments, the useany Letters of Credit hereunder, or intendedthe use of the proceeds of the Loans or the consummationLetters of the transactions contemplated by this Agreement, includingCredit provided hereunder (irrespective of whether any matter relating toIndemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and # in connection with or arising out of the filingany presence or recordationrelease of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Borrower or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any such assets or properties of any Borrower or any of its Subsidiaries (each and all of the Loan Documents which filing or recordation is done based upon information supplied by Borrowerforegoing, the “Indemnified Liabilities”). The foregoing to Agent and its counsel (the “Indemnified Liabilities”); provided, however, thatthe contrary notwithstanding, no Borrower shall have noany obligation hereunder to any IndemniteeIndemnified Person under this Section 10.3 with respect to the extentany Indemnified Liability that such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction finally determines to have resulted from the gross negligence, fraud,negligence or willful misconduct of such IndemniteeIndemnified Person or its Affiliatesofficers, directors, employees, attorneys, or agents; provided, that notwithstanding the violationforegoing, in no event shall Borrower’s indemnification obligations under this Section 10.3 include any Indemnified Liabilities in respect of legal fees, disbursements and expenses in excess of the express termsreasonable and documented out-of-pocket fees of this Agreementone firm of counsel to the Indemnified Parties, taken as a whole, and, to the extent necessary, one local counsel in each relevant jurisdiction and one regulatory counsel to the Indemnified Parties, taken as a whole, and solely in the case of an actual or perceived conflict of interest, where the Indemnified Party affected by such Indemniteeconflict informs the Borrowers of such conflict and thereafter retains its own counsel, one additional firm of counsel in each relevant jurisdiction to each group of similarly situated affected Indemnified Persons (but excluding, in all cases, the allocated costs of in-house or its Affiliates. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give riseinternal counsel to a claim under the indemnification provisions of this [Section 8.2]any Indemnified Person). To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law or public policy. The obligations of Borrower under this [Section 8.2]This provision shall survive the termination of this Agreement and the dischargerepayment in full of Borrower’sthe Obligations. If any Indemnified Person makes any payment to any other obligations hereunder. This [Section 8.2] shall not applyIndemnified Person with respect to Taxes,an Indemnified Liability as to which shallBorrowers were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be governedindemnified and reimbursed by Section 10.11, other than any Taxes that represent liabilities, obligations, losses or damages, arising from a non-Tax claim.Borrowers with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN.

Indemnity. In addition toSection # Indemnification by the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated,Borrower. The Borrower agrees to indemnify, exonerate, defend, pay,shall indemnify and hold harmless theeach Agent-Related PersonsPerson, each Lead Arranger, each Lender, each L/C Issuer and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives of each of the Lender-Related Personsforegoing (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities,liabilities (including Environmental Liabilities), obligations, losses, damages, penalties, claims, demands, actions, causes of action, judgments, suits, claims, costs, expenses,expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the ​, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees) of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of one counsel for such Indemnitees in connection withwhich may at any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that maytime be imposed on, incurred by,by or asserted against any such Indemnitee,Indemnitee in any manner relating to orway arising out of or in connection with # the Revolver Commitments,execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the use or intended use of the proceeds of the Loanstransactions contemplated thereby or the consummation of the transactions contemplated by this Agreement,thereby, # any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any matterrefusal by an 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 or # any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or arisingany 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 filing or recordation of anynegligence of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, however, that BorrowerIndemnitee; provided that, notwithstanding the foregoing, such indemnity shall have no obligation hereundernot, as to any IndemniteeIndemnitee, be available to the extent that such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to haveliabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from # the gross negligence, fraud,bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or the violationtheir respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of the express termsa court of this Agreementcompetent jurisdiction, # a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates. EachAffiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or # any dispute solely among Indemnitees (other than any claims against an Indemnitee will promptly notify Borrowerin its capacity or in fulfilling its role as an Agent or as a Lead Arranger under any Facility and other than any claims arising out of each eventany act or omission of which it has knowledge which may give riseHoldings, the Borrower, the Investors or any of its Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a claim underthird party and for any out-of-pocket expenses in each case subject to the indemnification provisions of this [Section 8.2]. To10.05]); it being agreed that this sentence shall not limit the indemnification obligations of Holdings, the Borrower or any Subsidiary. In the case of an investigation, litigation or other proceeding to which the indemnity in this ‎[Section 10.05] applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this ‎[Section 10.05] shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that the undertakingthere is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law or public policy. The obligations of Borrower under this [Section 8.2] shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder. This [Section 8.2] shall not applyindemnification rights with respect to Taxes, which shall be governed by such payment pursuant to the express terms of this ‎[Section 10.11, other than any Taxes that represent liabilities, obligations, losses or damages, arising from a non-Tax claim.05].

Indemnity. In addition toThe Borrower shall indemnify the paymentLender, and each Related Party of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay,Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless the Agent-Related Persons and the Lender-Related Persons (collectively the “Indemnitees” and individually as “Indemnitee”) from and againstfrom, any and all liabilities, obligations, losses, claims, damages, penalties, actions, causes of action, judgments, suits, claims, costs,incremental taxes, liabilities and related expenses, including the fees, charges and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of one counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on,Indemnitee, incurred by,by or asserted against such Indemnitee, in any manner relating to orIndemnitee arising out of, in connection with, or as a result of # the execution or delivery of the Revolver Commitments,Loan Documents or any agreement or instrument contemplated thereby, the use or intended useperformance by the parties hereto of the proceeds of the Loanstheir 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 this Agreement, includingthe 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 matteractual 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 to the Borrower or Subsidiary, # the failure of the Borrower to deliver to the Lender the required receipts or other required documentary evidence with respect to a payment made by the Borrower for Taxes pursuant to [Section 2.15], or # any actual or prospective claim, litigation, investigation or proceeding relating to or arising out of the filing or recordation of any of the Loan Documents which filingforegoing, whether or recordationnot such claim, litigation, investigation or proceeding is donebrought by the Borrower or their respective equity holders, Affiliates, creditors or any other third Person and whether based upon information supplied by Borrower to Agenton contract, tort or any other theory and its counsel (the “Indemnified Liabilities”); provided, however,regardless of whether any Indemnitee is a party thereto; provided that Borrowersuch indemnity shall have no obligation hereundernot, as to any IndemniteeIndemnitee, be available to the extent that such Indemnified Liabilitieslosses, claims, damages, penalties, liabilities or related expenses are found in a final non-appealable judgmentdetermined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, fraud,negligence or willful misconduct of such Indemnitee or its Affiliates or the violation of the express terms of this Agreement by such Indemnitee or its Affiliates. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this [Section 8.2]. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law or public policy. The obligations of Borrower under this [Section 8.2] shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.Indemnitee. This [Section 8.2]03(b)] shall not apply with respect to Taxes, which shall be governed by Section 10.11,Taxes other than any Taxes that represent liabilities, obligations, losses or damages,damages arising from aany non-Tax claim.