Indemnification. Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: # all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and # all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Borrower contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.

Indemnification. Borrower agreesCo-Borrowers agree to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: # all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and # all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and BorrowerCo-Borrowers contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.

Indemnification. Borrower agreesBorrowers agree to indemnify, defendindemnify and hold harmless the Bank and its officers, directors, officers,trustees, employees, agents, attorneys, or any other Person affiliated with or representing Bankand advisors (each, an “Indemnified Person”"Indemnified Party") harmless against: #from and against any and all obligations, demands, claims, damages, losses, liabilities, costs, and liabilities (collectively, “Claims”) claimedexpenses (including reasonable attorneys' fees, disbursements and other charges) that may be incurred by or asserted byor awarded against any other partyIndemnified Party, in each case arising out of or in connection with or by reason of (including in connection with any investigation, litigation, or proceeding and regardless of whether such Indemnified Party is a party thereto or preparation of defense in connection therewith) the Loan Documents or any of the transactions contemplated by the Loan Documents; and # all lossesherein or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Borrower contemplated byof the Loan Documents (including reasonable attorneys’ fees and expenses),or the actual or proposed use of the proceeds of the Revolver Loans or the letters of credit issued hereunder, except for Claims and/to the extent such claim, damage, loss, liability, cost, or losses directly causedexpense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.22 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrowers or any Subsidiary thereof, their respective directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrowers agree not to assert, and hereby waives, any claim against the Bank or any of its directors, officers, employees, attorneys, agents, and advisors, on any theory of liability, for, direct or indirect, special, incidental, consequential, exemplary or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolver Loans or the letters of credit issued hereunder.

Indemnification.The Borrower agrees to indemnify, defendshall indemnify the Bank, and each Related Party of the Bank (each such Person being called an “Indemnitee”) against, and hold Bankeach Indemnitee harmless from, any and its directors, officers, employees, agents, attorneys,all losses, claims, damages, liabilities and related expenses (including the 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 Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Person affiliated withLoan Party arising out of, in connection with, or representing Bank (each, an “Indemnified Person”) harmless against:as a result of # all obligations, demands, claims, and liabilities (collectively, “Claims”) claimedthe execution or asserted bydelivery of this Agreement, any other partyLoan 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 transactions contemplatedterms 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 Loan Documents; and # all lossesBorrower or expenses (including Bank Expenses)any of its Subsidiaries, or any Environmental Liability related in any way suffered, incurred,to the Borrower or paidany of its Subsidiaries, 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 such Indemnified Person as a result of, following from, consequential to,third party or arising from transactions between Bank and Borrower contemplated by the Borrower or any other Loan Documents (including reasonable attorneys’ feesParty, and expenses), except for Claims and/regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or losses directly causedrelated expenses # are determined by such Indemnified Person’sa court of competent jurisdiction by final and non-appealable judgment to have resulted from # the gross negligence or willful misconduct.misconduct of such Indemnitee or # a claim brought by the Borrower 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 involving an act or omission of the Borrower and that is brought by an Indemnitee against another Indemnitee.

Environmental Indemnities. Borrowers hereby agree to indemnify, defend and hold harmless the Bank and each of its officers, directors, officers, employees, agents, consultants, attorneys, contractors and each of its affiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: # the breach of any representation or warranty of Borrowers contained in Section 7.16 set forth herein; # the failure of Borrowers to perform any of their covenants contained in [Section 6.7] herein; # the ownership, construction, occupancy, operation, use of the Collateral prior to the earlier of the date on which # the Indebtedness and obligations secured hereby have been paid and performed in full and the Security Instruments have been released, or # the Collateral has been sold by the Bank following the Bank's ownership of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the "Release Date"); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Bank's or its officers', directors', employees', agents', consultants', attorneys', contractors', or any other Person affiliated withof its affiliates', successors', assigns' or representingtransferees' activities during any period of time the Bank (each, an “Indemnified Person”) harmless against: # all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection withacquires ownership of the transactions contemplated by the Loan Documents; and # all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Borrower contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.Collateral.

Indemnification. Each Borrower agrees toshall pay, indemnify, defenddefend, and hold Bankthe Agent-Related Persons, the Lender-Related Persons, the Issuing Bank, and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bankeach Participant (each, an “Indemnified Person”“Indemnified Person”) harmless against: #(to the fullest extent permitted by law) from and against any and all obligations,claims, demands, claims,suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and liabilities (collectively, “Claims”) claimeddamages, and all reasonable and documented out-of-pocket fees and disbursements of attorneys, experts, or asserted by anyconsultants and all other partyreasonable and documented out-of-pocket 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) (which in the case of legal fees shall be limited to the attorneys’ fees of one outside counsel to all Indemnified Persons taken as a whole and one local counsel to all Indemnified Persons taken as a whole in each relevant jurisdiction (which may include a single counsel acting in multiple jurisdictions) (and, solely in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict of interest has informed Parent in writing of such conflict and thereafter retains its own counsel, one additional counsel in each relevant jurisdiction to each group of Indemnified Persons similarly situated taken as a whole, and, in all cases excluding, for the avoidance of doubt, the allocated costs of internal counsel)), 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 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 byhereby or thereby or the monitoring of Parent’s and its Restricted Subsidiaries’ compliance with the terms of the Loan Documents;Documents (provided, that the indemnification in this [clause (a)] shall not extend to # disputes solely between or among the Lenders that do not involve any acts or omissions of any Loan Party, or # disputes solely between or among the Lenders and their respective Affiliates that do not involve any acts or omissions of any Loan Party; it being understood and agreed that the indemnification in this [clause (a)] shall extend to Agent (but not the Lenders unless the dispute involves an act or omission of a Loan Party) 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 claims for Taxes, which shall be governed by [Section 16], other than Taxes which relate to primarily non-Tax claims), # with respect to any actual or prospective investigation, litigation, or proceeding related to this Agreement, any other Loan Document, the making of any Loans or issuance of any Letters of Credit hereunder, or the use of the proceeds of the Loans or the Letters of Credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and # all lossesin connection with or expenses (including Bank Expenses)arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Loan Party or any of its Restricted Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way suffered, incurred,to any such assets or paid byproperties of any Loan Party or any of its Restricted Subsidiaries (each and all of the foregoing, the “Indemnified Liabilities”). The foregoing to the contrary notwithstanding, no Borrower shall have any obligation to any Indemnified Person under this [Section 10.3] with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence, bad faith, or willful misconduct of, or a material breach of its obligations under any Loan Document by, such Indemnified Person or its officers, directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement and the repayment in full of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as a result of, following from, consequential to, or arising from transactions between Bankto which Borrowers were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and Borrower contemplatedreimbursed by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.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.

Indemnification. Borrower agrees toshall pay, indemnify, defenddefend, and hold Bankthe Agent-Related Persons, the Lender-Related Persons, and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bankeach Participant (each, an “Indemnified Person”"Indemnified Person") harmless against: #(to the fullest extent permitted by law) from and against any and all obligations,claims, demands, claims,suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and liabilities (collectively, “Claims”) claimeddamages, and all reasonable fees and disbursements of attorneys', experts, or asserted by anyconsultants and all other partycosts 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 byhereby or thereby or the monitoring of Parent's and its Subsidiaries' compliance with the terms of the Loan Documents;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, litigation, or proceeding related to this Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and # all lossesin connection with or expenses (including Bank Expenses)arising out of any presence or release 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 suffered, incurred,to any such assets or paid by suchproperties of Borrower or any of its Subsidiaries (each and all of the foregoing, the "Indemnified Liabilities"). The foregoing to the contrary notwithstanding, Borrower shall have no obligation to any Indemnified Person asunder this [Section 10.3] with respect to any Indemnified Liability that a result of, following from, consequential to, or arisingcourt of competent jurisdiction finally determines to have resulted from transactions between Bank and Borrower contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.misconduct of such Indemnified Person or its officers, directors, employees, attorneys', or agents. This provision shall survive the termination of this Agreement and the repayment in full of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrower was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto. SUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION 10.3, 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.

Indemnification. Each Borrower agrees toshall pay, indemnify, defenddefend, and hold Bankthe Agent-Related Persons, the Lender-Related Persons, and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bankeach Participant (each, an “Indemnified Person”) harmless against: #(to the fullest extent permitted by law) from and against any and all obligations,claims, demands, claims,suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and liabilities (collectively, “Claims”) claimeddamages, and all reasonable fees and disbursements of attorneys, experts, or asserted by anyconsultants and all other partycosts 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 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 byhereby or thereby or the monitoring of the Loan Documents;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 governed by [Section 16]), # with respect to any actual or prospective investigation, litigation, or proceeding related to this Agreement, any other Loan Document, the making of any Loans or issuance of any Letters of Credit hereunder, or the use of the proceeds of the Loans or the Letters of Credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and # all lossesin connection with or expenses (including Bank Expenses)arising out of any presence or release 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 suffered, incurred,to any such assets or paid by suchproperties of any Borrower or any of its Subsidiaries (each and all of the foregoing, the “Indemnified Liabilities”). The foregoing to the contrary notwithstanding, no Borrower shall have any obligation to any Indemnified Person asunder this [Section 10.3] with respect to any Indemnified Liability that a result of, following from, consequential to, or arisingcourt of competent jurisdiction finally determines to have resulted from transactions between Bank and Borrower contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.misconduct of such Indemnified Person or its officers, directors, employees, attorneys, or agents; provided, that notwithstanding the foregoing, 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 reasonable and documented out-of-pocket fees of one 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 conflict 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 internal counsel to any Indemnified Person). This provision shall survive the termination of this Agreement and the repayment in full of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrowers were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by 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.

Indemnification. BorrowerThe Company agrees to indemnify, defendindemnify and hold Bankharmless the [[Person A:Person]] (and any sub-agent thereof), each Lender, each Issuing Bank, each Joint Bookrunner and itseach Joint Lead Arranger and each of their respective Affiliates and the respective officers, directors, officers, employees, agents, attorneys, or anyadvisors and other Person affiliated with or representing Bankrepresentatives of the foregoing (each, an “Indemnified Person”Party”) harmless against: #from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all obligations, demands, claims, damages, losses, liabilities and liabilities (collectively, “Claims”) claimedexpenses (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 one counsel to all Indemnified Parties taken as a whole and, if reasonably necessary, one local counsel for all Indemnified Parties taken as a whole in each relevant jurisdiction and, solely in the case of an actual or 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 Indemnified Party in its 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 any other partyreason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with the Loan Documents, the proposed or actual use of the proceeds therefrom or any of the other transactions contemplated thereby, whether or not such investigation, litigation or proceeding is brought by the Loan Documents;Company, its shareholders or creditors or an Indemnified Party or any other person or an Indemnified Party is otherwise a party thereto and # all losseswhether or expenses (including Bank Expenses)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 any way suffered, incurred, or paida final, non-appealable judgment by a court of competent jurisdiction to have resulted from # such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Borrower contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’Party’s bad faith, gross negligence or willful misconduct.misconduct or # the material breach by such Indemnified Party of its obligations under this