Loan Parties. Set forth on [Schedule 5.20(b)] is a complete and accurate list of all Loan Parties, showing as of the Closing Date, or as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, (as to each Loan Party) # the exact legal name, # any former legal names of such Loan Party in the four (4) months prior to the Closing Date, # the jurisdiction of its incorporation or organization, as applicable, # the type of organization, # the jurisdictions in which such Loan Party is qualified to do business, # the address of its chief executive office, # the address of its principal place of business, # its U.S. federal taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organization, # the organization identification number, # ownership information (e.g., publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and # the industry or nature of business of such Loan Party.

Location of Loan Parties. Each Loan Party's chief executive office is located at the address specified on [Schedule 4.5] with respect to such Loan Party. Until written notice is given to ​ by any Loan Party of any other office at which such Loan Party keeps its records pertaining to Receivables, all such records shall be kept at such executive office.

Indemnification by the Loan Parties. The Loan Parties shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this [Section 2.17]) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient 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. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, no Loan Party has any Subsidiaries other than those specifically disclosed in Part # of [Schedule 5.13], and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part # of [Schedule 5.13] free and clear of all Liens except those created under the Collateral Documents. As of the Closing Date, no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part # of [Schedule 5.13]. Set forth on Part # of [Schedule 5.13] is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation.

Authorization Proceedings of Loan Parties. ​ shall have received a copy of the resolutions, in form and substance reasonably satisfactory to ​, of the board of directors, managers or members, as the case may be, of each Loan Party authorizing # the execution, delivery and performance of this Agreement, the Notes, and any Other Document and # the granting by such Loan Party of the security interests in and Liens upon the Collateral certified by an authorized manager or member, or secretary or assistant secretary, as the case may be, of such Loan Party as of the Closing Date; and, such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate;

Incumbency Certificates of Loan Parties. [[Organization B:Organization]] shall have received a certificate of an authorized manager or member, or secretary or assistant secretary, as the case may be, of each Loan Party, dated the Closing Date, as to the incumbency and signature of the officers of each Loan Party executing this Agreement, the Other Documents, any certificate or other documents to be delivered by it pursuant hereto, together with evidence of the incumbency of such manager or member, or secretary or assistant secretary, as the case may be;

Indemnification by the Loan Parties. The Loan Parties shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof) and each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related expenses (includingin the case of legal expenses, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of anyone primary outside counsel for any Indemniteeand one local counsel in each relevant jurisdiction for all Indemnitees, taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, # any Advance or the use or proposed use of the proceeds therefrom, # any actual or alleged presence or Environmental Releases on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any 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 a third party or by the Borrower or any other Loan Party, 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 related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Parties, (yx) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction., # result from the settlement of any such claim, investigation, litigation or other proceedings described in [clause (iv) above] unless the Borrower has consented to such settlement (which consent shall not be unreasonably withheld or delayed (provided that nothing in this clause (y) shall restrict the right of any person to settle any claim for which it has waived its right of indemnity by the Borrower) or # result from disputes solely among Indemnitees and not involving any act or omission of an Obligor or any of Affiliate thereof (other than any dispute against the Administrative Agent in its capacity as such).

Loan. The parties do hereby acknowledge that as of the date hereof the Loan is due and outstanding in favor of Lender.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows:

Third Parties. Nothing in this Agreement, whether express or implied, is intended to: # confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; # relieve or discharge the obligation or liability of any person not an express party to this Agreement; or # give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.