Common use of Indemnification and Survival Clause in Contracts

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan Documents, the Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is 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 (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan DocumentsDocuments or under any Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement, the Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the execution or delivery of this Guaranty, any other Loan Document or any Guaranteed Cash Management Agreement, Guaranteed Hedge Agreement or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is 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 (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger Arranger, any L/C Issuer or the Swing Line Lender or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger Arranger, such L/C Issuer or the Swing Line Lender or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the LendersLenders and the L/C Issuers, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan DocumentsDocuments or under any Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement, the Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including including, subject to the limitations in subclause (y) of the last sentence in this paragraph, the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) ), joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the Acquisition, the execution or delivery of this Guaranty, any other Loan Document or any Guaranteed Cash Management Agreement, Guaranteed Hedge Agreement or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent that such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is 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 (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger Arranger, any L/C Issuer or any Swing Line Lender or any of their respective Related Parties (in each case, acting in its Form of Company Guaranty capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger Arranger, such L/C Issuer or any Swing Line Lender or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party Indemnitee is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the LendersLenders and the L/C Issuers, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. To the fullest extent permitted by applicable law, no Guarantor shall assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the transactions contemplated hereby or thereby. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan DocumentsDocuments or under any Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement, the Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including including, subject to the limitations in subclause (y) of the last sentence in this paragraph, the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) ), joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the Acquisition, the execution or delivery of this Guaranty, any other Loan Document or any Guaranteed Cash Management Agreement, Guaranteed Hedge Agreement or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent that such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is 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 (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger Arranger, any L/C Issuer or any Swing Line Lender or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger Arranger, such L/C Issuer or any Swing Line Lender or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party Indemnitee is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the LendersLenders and the L/C Issuers, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan DocumentsDocuments or under any Lender Swap Contract, the each Guarantor agrees to indemnify and hold harmless the Administrative Agent Guarantied Party and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including the reasonable fees, charges and disbursements of any counsel of any Indemnitee Attorney Costs and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity), in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)therewith) the execution or delivery of this Guaranty, any other Loan Document or any Lender Swap Contract or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) Guarantied Party and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment found to have resulted from the such Indemnitees’ gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) abovemisconduct. The Each Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the such Guarantor or its Subsidiaries or Affiliates or the such Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the each Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek Form of Subsidiary Guaranty indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the any Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Each Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle control the defense or settlement of any such claim or action without and to select counsel with respect thereto, which counsel shall be subject to the consent approval of the Guarantor Indemnitee (such consent approval not to be unreasonably withheld or delayed); provided, provided however, that no Guarantor shall consent to any settlement or to the entry of any judgment with respect to such claim or action that does not include a complete release of the Indemnitee from all liability with respect thereto or which imposes any liability or obligation on the Indemnitee without the prior written consent of the Indemnitee. Notwithstanding each Guarantor’s right to appoint counsel to represent the Indemnitee in an action, the Indemnitee shall have the right to employ separate counsel (including local counsel) if (i) the use of counsel chosen by any Guarantor to represent the Indemnitee would present such counsel with a conflict of interest or (ii) no Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect employed counsel satisfactory to the feesIndemnitee to represent the Indemnitee within a reasonable time after notice of the institution of such action. It is understood that no Guarantor shall, charges and disbursements of in connection with any counsel action or claim or related actions or claims, be liable for any Indemnitee shall be limited to the reasonable and documented fees and expenses of more than one primary such separate counsel (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) at least one local or foreign counsel in each relevant jurisdiction, (Daffected jurisdiction to the extent reasonably necessary) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any for all of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflictIndemnitees. The obligations of the each Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan DocumentsDocuments or under any Lender Swap Contract, the Guarantor agrees to indemnify and hold harmless the Administrative Agent Guarantied Party and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including the reasonable fees, charges and disbursements of any counsel of any Indemnitee Attorney Costs and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity), in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)therewith) the execution or delivery of this Guaranty, any other Loan Document or any Lender Swap Contract or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) Guarantied Party and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment found to have resulted from the such Indemnitees’ gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) abovemisconduct. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the The Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle control the defense or settlement of any such claim or action without and to select counsel with respect thereto, which counsel shall be subject to the consent approval of the Guarantor Indemnitee (such consent approval not to be unreasonably withheld or delayed); provided, provided however, that the Guarantor shall have no liability for not consent to any settlement entered into without its consent, and (y) or to the indemnification obligations under this Section entry of any judgment with respect to such claim or action that does not include a complete release of the feesIndemnitee from all liability with respect thereto or which imposes any liability or obligation on the Indemnitee without the prior written consent of the Indemnitee. Notwithstanding the Guarantor’s right to appoint counsel to represent the Indemnitee in an action, charges and disbursements of any counsel for any the Indemnitee shall be limited have the right to employ separate counsel (including local counsel) if (i) the use of counsel chosen by the Guarantor to represent the Indemnitee would present such counsel with a conflict of interest or (ii) the Guarantor shall not have employed counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable and documented time after notice of the institution of such action. It is understood that the Guarantor shall not, in connection with any action or claim or related actions or claims, be liable for fees and expenses of more than one primary such separate counsel (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) at least one local or foreign counsel in each relevant jurisdiction, (Daffected jurisdiction to the extent reasonably necessary) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any for all of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflictIndemnitees. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.. Form of Company Guaranty

Indemnification and Survival. Without limitation on any other obligations of its indemnification obligations the Guarantors or remedies of the Secured Parties under the other Loan Documentsthis Guaranty, the Guarantor agrees Guarantors shall, to indemnify the fullest extent permitted by Law, jointly and severally, indemnify, defend and save and hold harmless the Administrative Agent Secured Parties, and each Related Party of any of the other Indemnitees from Secured Parties (each such Person being called an “Indemnitee”) against, and against (and will reimburse hold each Indemnitee as the same are incurred for) harmless from, any and all actions, suits, proceedings (including any investigations or inquiries)losses, claims, damages, losses, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint incurred by any Indemnitee or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against any U.K. Guaranty Indemnitee by any third party or involve an Indemnitee by any Borrower or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates Guarantor or any other Person or entityLoan Party arising out of, in each caseconnection with, arising out of or in connection with or by reason as a result of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)i) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except (including in respect of any matters addressed in Section 2) or (y) in the case of the Hedge Banks and Cash Management Banks and their respective Related Parties only, the administration of the Secured Hedge Agreement and Secured Cash Management Agreements to which they are a party, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) 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 any 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 actionlosses, suitclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense either related expenses (x) (1) is 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 Indemnitee, (2y) results result from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (yz) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment are with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflictExcluded Taxes. The obligations of the Guarantor Guarantors under this section paragraph shall survive the payment in full of the Guarantied Guaranteed Obligations and the termination of this Guaranty.

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan Documents, the Each Guarantor jointly and severally agrees (i) to indemnify and hold harmless the Administrative Agent and the other Indemnitees Secured Parties (collectively, the “Indemnitees”) from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actionsclaims, suits, proceedings (including any investigations or inquiries), claimslosses, damages, losses, liabilities and related expenses of whatsoever kind or nature (other than claims for Taxes, which shall be governed solely by Section 2), including the reasonable fees, charges and disbursements of any one counsel together with one local counsel, if necessary, in each relevant jurisdiction and, if necessary, one regulatory counsel (and one additional counsel if an actual or potential conflict of any Indemnitee interest exists among the Indemnitees) and (ii) to reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees and time (including the fees, charges and disbursements for attorneys who may be employees of one counsel together with one local counsel, if necessary, in each relevant jurisdiction and if necessary, one regulatory counsel (and one additional counsel if an actual or potential conflict of interest exists among the Indemnitees)), arising in connection with any Indemnitee) joint amendment, waiver or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates modification to this Agreement or any other Person or entity, in each case, Loan Document and the administration thereof and the Administrative Agent for all out-of-pocket costs and expenses (including attorney’s fees) arising out of or in connection with or by reason resulting from any failure of (including in connection with any investigationGuaranteed Obligations to be the legal, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement valid and binding obligations of the indemnification obligations set forth herein)Borrowers enforceable against the Borrowers in accordance with their terms; provided, with respect to clause (i) the execution or delivery of this Guarantyabove, that such indemnity shall not, as to any other Loan Document or any agreement or instrument contemplated hereby and thereby orIndemnitee, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except be available to the extent that such actionlosses, suitclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense either related expenses (x) (1) is 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 (2y) results result from a claim brought by the any Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the such Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations jurisdiction. If and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing obligations of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect 14 are unenforceable for any reason, such Guarantor hereby agrees to make the maximum contribution to the fees, charges payment and disbursements satisfaction of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflictobligations which is permissible under applicable law. The obligations of the Guarantor Guarantors under this section paragraph shall survive the payment in full of the Guarantied Guaranteed Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation on any other obligations of its indemnification obligations under the other Loan Documents, the Guarantor agrees or remedies of the Secured Parties under this Guaranty, each Guarantor shall, to indemnify the fullest extent permitted by Law, indemnify, defend and save and hold harmless the Administrative Agent Secured Parties, and each Related Party of any of the other Indemnitees from Secured Parties (each such Person being called an “ Indemnitee ”) against, and against (and will reimburse hold each Indemnitee as the same are incurred for) harmless from, any and all actions, suits, proceedings (including any investigations or inquiries)losses, claims, damages, losses, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel of for any Indemnitee), and shall indemnify and hold harmless each Indemnitee and from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint , incurred by any Indemnitee or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against any Indemnitee by any third party or involve an Indemnitee by any Borrower or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates Guarantor or any other Person or entityLoan Party arising out of, in each caseconnection with, arising out of or in connection with or by reason as a result of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)i) the execution or delivery of this Guaranty, any other Loan Document Document, any Secured Hedge Agreement or Secured Cash Management Agreement or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, (x) in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except (including in respect of any matters addressed in Section 2) or (y) in the case of the Hedge Banks and Cash Management Banks and their respective Related Parties only, the administration of the Secured Hedge Agreement and Secured Cash Management Agreements to which they are a party, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) 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 any 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 actionlosses, suitclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense either related expenses (xa) (1) is 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 (2b) results result from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section paragraph shall survive the payment in full of the Guarantied Guaranteed Obligations and the termination of this Guaranty.

Indemnification and Survival. Without limitation of its indemnification obligations under Each Guarantor shall jointly and severally indemnify the other Loan DocumentsGuaranteed Parties and their respective officers, the Guarantor agrees to indemnify directors, employees, Affiliates, agents and attorneys (each such Person being called an “Indemnitee”) against, and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) harmless from, any and all actionslosses, suits, proceedings (including any investigations or inquiries), claimsClaims, damages, losses, liabilities and expenses (related expenses, including the reasonable and customary fees, charges and disbursements of any counsel of for any Indemnitee, incurred by or asserted against any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entityarising out of, in each caseconnection with, arising out of or in connection with or by reason as a result of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)i) the execution or delivery of this Guaranty, Guaranty or any other Loan Document or any agreement or instrument contemplated hereby (other than expenses in connection with the execution and thereby or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration delivery of this Guaranty and the other Loan Documents except dated of even date herewith, which expenses shall only be paid by the Borrower to the extent provided in Section 12.03(a) of the Credit Agreement) or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or the parties to any other Loan Document of their respective Guarantee Obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or by any other Loan Document, (ii) the failure of any Guarantor or their respective subsidiaries to comply with the terms of any Loan Document, including this Guaranty, or with any governmental requirement, (iii) any inaccuracy of any representation or any breach of any warranty or covenant of any Guarantor set forth in any of the Loan Documents or any instruments, documents or certifications delivered in connection therewith, (iv) any Loan or Letter of Credit or the use of the Proceeds therefrom, including, without limitation, (a) any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit issued by such actionIssuing Bank if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, suitor (b) the payment of a drawing under any Letter of Credit notwithstanding the non-compliance, proceedingnon-delivery or other improper presentation of the documents presented in connection therewith, claim(v) any other aspect of the Loan Documents, damage(vi) the operations of the business of the Guarantors or their respective Subsidiaries by the Guarantors or their respective Subsidiaries, loss(vii) any assertion that the Guaranteed Parties were not entitled to receive the Proceeds received pursuant to the Security Instruments, liability (viii) any Environmental Law applicable to any Guarantor or expense either its Subsidiaries or any of their properties, including without limitation, the presence, generation, storage, release, threatened release, use, transport, disposal, arrangement of disposal or treatment of oil, oil and gas wastes, solid wastes or Hazardous Materials on any of their properties, (ix) the breach or non-compliance by the Guarantors or their respective Subsidiaries with any Environmental Law applicable to the Guarantors or their respective Subsidiaries, (x) the past ownership by the Guarantors or their respective Subsidiaries of any of their properties or past activity on any of their properties which, though lawful and fully permissible at the time, could result in present liability, (1xi) the presence, use, release, storage, treatment, disposal, generation, threatened release, transport, arrangement for transport or arrangement for disposal of oil, oil and gas wastes, solid wastes or hazardous substances on or at any of the properties owned or operated by the Guarantors or their respective Subsidiaries or any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Guarantors or their respective Subsidiaries, (xii) any environmental liability related in any way to the Guarantors or their respective Subsidiaries, or (xiii) any other environmental, health or safety condition in connection with the Loan Documents, (xiv) the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission system in connection with this Guaranty, the other Loan Documents or the transactions contemplated hereby or thereby, or (xv) any actual or prospective Claim, litigation, investigation or proceeding relating to any of the foregoing, whether brought by a third party or any Guarantor, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, and such indemnity shall extend to each Indemnitee notwithstanding the sole or concurrent negligence of every kind or character whatsoever, whether active or passive, whether an affirmative act or an omission, including without limitation, all types of negligent conduct identified in the restatement (second) of torts of one or more of the Indemnitees or by reason of strict liability imposed without fault on any one or more of the Indemnitees; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, Claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) results from a claim brought by Indemnitee, and provided further that the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from indemnity set forth herein shall not apply to disputes solely between or among Indemnitees (except that in the event of Lenders unless such dispute involving a claim results from any Claim arising out of any request, act or proceeding brought omission on the part of any Guarantor or against the Administrative Agentarranger, an Arranger any agent or any of their respective Related Parties (in each case, acting Issuing Bank in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgmentconnection with the Loan Documents. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with With respect to the obligation to reimburse an Indemnitee for fees, charges and disbursements of any counsel, each Indemnitee agrees that all Indemnitees will as a group utilize one primary counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) plus no more than one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, jurisdiction where a proceeding that is the subject matter of the indemnity is located) unless (D1) any necessary special or regulatory counsel and (E) in the case of an actual or perceived there is a conflict of interest among Indemnitees, (2) defenses or claims exist with respect to any of the one or more Indemnitees that are not available to one or more other Indemnitees or (3) special counsel identified in clauses (A) through (D) above, such additional counsel is required to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of be retained and the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guarantyconsents to such retention.

Indemnification and Survival. Without limitation on any other obligations of its indemnification obligations the Guarantors or remedies of the Secured Parties under this Guaranty, each Guarantor shall, to the other Loan Documentsfullest extent permitted by Law, the Guarantor agrees to indemnify indemnify, defend and save and hold harmless the Administrative Agent Secured Parties, and each Related Party of any of the other Indemnitees from Secured Parties (each such Person being called an “ Indemnitee ”) against, and against (and will reimburse hold each Indemnitee as the same are incurred for) harmless from, any and all actions, suits, proceedings (including any investigations or inquiries)losses, claims, damages, losses, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel of for any Indemnitee), and shall indemnify and hold harmless each Indemnitee and from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint , incurred by any Indemnitee or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against any Indemnitee by any third party or involve an Indemnitee by any Borrower or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates Guarantor or any other Person or entityLoan Party arising out of, in each caseconnection with, arising out of or in connection with or by reason as a result of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)i) the execution or delivery of this Guaranty, any other Loan Document Document, any Secured Hedge Agreement or Secured Cash Management Agreement or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, (x) in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except (including in respect of any matters addressed in Section 2) or (y) in the case of the Hedge Banks and Cash Management Banks and their respective Related Parties only, the administration of the Secured Hedge Agreement and Secured Cash Management Agreements to which they are a party, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) 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 any 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 actionlosses, suitclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense either related expenses (xa) (1) is 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 (2b) results result from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor Guarantors under this section paragraph are joint and several and shall survive the payment in full of the Guarantied Guaranteed Obligations and the termination of this Guaranty.

Indemnification and Survival. Without limitation on any other obligations of its indemnification obligations the Guarantors or remedies of the Secured Parties under the other Loan Documentsthis Guaranty, the Guarantor agrees Guarantors shall, to indemnify the fullest extent permitted by Law, jointly and severally, indemnify, defend and save and hold harmless the Administrative Agent Secured Parties, and each Related Party of any of the other Indemnitees from Secured Parties (each such Person being called an “Indemnitee”) against, and against (and will reimburse hold each Indemnitee as the same are incurred for) harmless from, any and all actions, suits, proceedings (including any investigations or inquiries)losses, claims, damages, losses, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint incurred by any Indemnitee or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against any Indemnitee by any third party or involve an Indemnitee by any Borrower or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates Guarantor or any other Person or entityLoan Party arising out of, in each caseconnection with, arising out of or in connection with or by reason as a result of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)i) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except (including in respect of any matters addressed in Section 2) or (y) in the case of the Hedge Banks and Cash Management Banks and their respective Related Parties only, the administration of the Secured Hedge Agreement and Secured Cash Management Agreements to which they are a party, (ii) any Domestic Subsidiary Guaranty Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) 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 any 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 actionlosses, suitclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense either related expenses (x) (1) is 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 Indemnitee, (2y) results result from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (yz) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment are with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflictExcluded Taxes. The obligations of the Guarantor Guarantors under this section paragraph shall survive the payment in full of the Guarantied Guaranteed Obligations and the termination of this Guaranty.

Indemnification and Survival. Without limitation on any other obligations of its indemnification obligations under the other Loan Documents, the Guarantor agrees or remedies of the Secured Parties under this Guaranty, each Guarantor shall, to indemnify the fullest extent permitted by Law, indemnify, defend and save and hold harmless the Administrative Agent Secured Parties, and each Related Party of any of the other Indemnitees from Secured Parties (each such Person being called an “Indemnitee”) against, and against (and will reimburse hold each Indemnitee as the same are incurred for) harmless from, any and all actions, suits, proceedings (including any investigations or inquiries)losses, claims, damages, losses, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel of for any Indemnitee), and shall indemnify and hold harmless each Indemnitee and from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint , incurred by any Indemnitee or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against any Indemnitee by any third party or involve an Indemnitee by any Borrower or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates Guarantor or any other Person or entityLoan Party arising out of, in each caseconnection with, arising out of or in connection with or by reason as a result of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)i) the execution or delivery of this Guaranty, any other Loan Document Document, any Secured Hedge Agreement or Secured Cash Management Agreement or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, (x) in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except (including in respect of any matters addressed in Section 2) or (y) in the case of the Hedge Banks and Cash Management Banks and their respective Related Parties only, the administration of the Secured Hedge Agreement and Secured Cash Management Agreements to which they are a party, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) 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 any 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 actionlosses, suitclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense either related expenses (xa) (1) is 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 (2b) results result from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section paragraph shall survive the payment in full of the Guarantied Guaranteed Obligations and the termination of this Guaranty.

Indemnification and Survival. Without limitation on any other obligations of its indemnification obligations the Guarantor or remedies of the Secured Parties under the other Loan Documentsthis Guaranty, the Guarantor agrees shall, to indemnify the fullest extent permitted by Law, indemnify, defend and save and hold harmless the Administrative Agent Secured Parties, and each Related Party of any of the other Indemnitees from Secured Parties (each such Person being called an “Indemnitee”) against, and against (and will reimburse hold each Indemnitee as the same are incurred for) harmless from, any and all actions, suits, proceedings (including any investigations or inquiries)losses, claims, damages, losses, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint incurred by any Indemnitee or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against any Indemnitee by any third party or involve an Indemnitee by any Borrower or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates Guarantor or any other Person or entityLoan Party arising out of, in each caseconnection with, arising out of or in connection with or by reason as a result of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)i) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except (including in respect of any matters addressed in Section 2) or (y) in the case of the Hedge Banks and Cash Management Banks and their respective Related Parties only, the administration of the Secured Hedge Agreement and Secured Cash Management Agreements to which they are a party, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Company Guaranty Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) 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 any 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 actionlosses, suitclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense either related expenses (x) (1) is 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 Indemnitee, (2y) results result from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (yz) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment are with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflictExcluded Taxes. The obligations of the Guarantor under this section paragraph shall survive the payment in full of the Guarantied Guaranteed Obligations and the termination of this Guaranty.

Indemnification and Survival. Without limitation on any other obligations of its indemnification obligations the Guarantors or remedies of the Guaranteed Parties under this Guaranty, each Guarantor shall, to the other Loan Documentsfullest extent permitted by law, the Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees Guaranteed Parties from and against (against, and will reimburse each Indemnitee as the same are incurred for) shall pay on demand, any and all actionsdamages, suitslosses, proceedings liabilities, claims and related expenses (including attorneys’ fees charges and disbursements and the allocated costs and disbursements of internal legal counsel) that may be suffered or incurred by the Administrative Agent or any investigations other Guaranteed Party in connection with or inquiries)as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms; provided that such indemnity shall not, as to any Guarantied Party be available to the extent that such losses, claims, damages, losses, liabilities and or related expenses (including the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or negligence, willful misconduct or fraud of such Indemnitee Guaranteed Party, (y) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from a breach in bad faith of such Guaranteed Party’s material obligations under the Loan Documents or (2z) results result from a claim brought by the Guarantor Borrower or any other Loan Party against an Indemnitee a Guaranteed Party for a material breach in bad faith of such IndemniteeGuaranteed Party’s obligations hereunder or under any other Loan Document, if the Guarantor Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor Guarantors under this section provision shall survive the payment in full of the Guarantied Guaranteed Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation on any other obligations of its indemnification obligations the Guarantors or remedies of the Secured Parties under this Guaranty, each Guarantor shall, to the other Loan Documentsfullest extent permitted by Law, the Guarantor agrees to indemnify indemnify, defend and save and hold harmless the Administrative Agent Secured Parties, and each Related Party of any of the other Indemnitees from Secured Parties (each such Person being called an “Indemnitee”) against, and against (and will reimburse hold each Indemnitee as the same are incurred for) harmless from, any and all actions, suits, proceedings (including any investigations or inquiries)losses, claims, damages, losses, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel of for any Indemnitee), and shall indemnify and hold harmless each Indemnitee and from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint , incurred by any Indemnitee or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against any Indemnitee by any third party or involve an Indemnitee by any Borrower or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates Guarantor or any other Person or entityLoan Party arising out of, in each caseconnection with, arising out of or in connection with or by reason as a result of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)i) the execution or delivery of this Guaranty, any other Loan Document Document, any Secured Hedge Agreement or Secured Cash Management Agreement or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, (x) in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except (including in respect of any matters addressed in Section 2) or (y) in the case of the Hedge Banks and Cash Management Banks and their respective Related Parties only, the administration of the Secured Hedge Agreement and Secured Cash Management Agreements to which they are a party, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) 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 any 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 actionlosses, suitclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense either related expenses (xa) (1) is 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 (2b) results result from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor Guarantors under this section paragraph are joint and several and shall survive the payment in full of the Guarantied Guaranteed Obligations and the termination of this Guaranty.

Indemnification and Survival. Without limitation (a) Parent and its officers, managers, members, employees, agents and Affiliates (including the Surviving Company) (each, a “Parent Indemnitee”) shall be entitled to indemnification, compensation and reimbursement with respect of its indemnification obligations under (1) any inaccuracies in, or any breach of, any representation or warranty of the other Loan DocumentsCompany or the Majority Stockholder contained in this Agreement (including any schedule or exhibit attached hereto), (2) the Guarantor agrees to indemnify breach or nonperformance of any covenant of the Majority Stockholder contained in this Agreement (including any schedule or exhibit attached hereto), and hold harmless (3) the Administrative Agent exercise of appraisal or dissenters rights by any Company Stockholder (it being agreed that only Losses in excess of the amount such Person would have received in respect of such Person’s shares of Company Stock if such Person had received such Person’s portion of the final Merger Consideration in respect thereof and not exercised such appraisal or dissenters rights shall constitute a Loss), from the other Indemnitees Indemnification Escrow Amount hereunder, from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actionslosses, suits, proceedings (including any investigations or inquiries)liabilities, claims, damages, lossesdiminution in value, liabilities and penalties, fines, judgments, awards, settlements, Taxes, costs, fees, expenses (including the reasonable fees, charges attorneys’ and accountants’ fees and costs) and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) joint or several(collectively, of any kind or nature whatsoever that may be incurred or suffered by“Losses”); provided, asserted against or involve an Indemnitee or brought by however, that, notwithstanding anything to the Guarantorcontrary in this Agreement, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or, than in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence fraud or willful misconduct of such misconduct, no Parent Indemnitee or (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in indemnification under this SectionSection 10.17(a) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, against any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability Losses (whether direct or indirect) if such Losses arise out of or result from, in contract whole or tort or otherwise) to in part, the Guarantor or its Subsidiaries or Affiliates Requisite Stockholders’ approval of, or the Guarantor’s respective equity holders execution, filing or creditors arising out effectiveness of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this GuarantyCoD Amendment.

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan DocumentsDocuments or under any Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement, the Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including including, subject to the limitations in subclause (y) of the last sentence in this paragraph, the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) ), joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the Acquisition, the execution or delivery of this Guaranty, any other Loan Document or any Guaranteed Cash Management Agreement, Guaranteed Hedge Agreement or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent that such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is 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 (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger Arranger, any L/C Issuer or any Swing Line Lender or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such Arranger Arranger, such L/C Issuer or any Swing Line Lender or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party Indemnitee is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead Arrangers, taken together, (B) one additional outside counsel for the LendersLenders and the L/C Issuers, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. To the fullest extent permitted by applicable law, no Guarantor shall assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the transactions contemplated hereby or thereby. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation of its indemnification obligations under the other Loan Documents, the Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees from and against (and will reimburse each Indemnitee as the same are incurred for) any and all actions, suits, proceedings (including any investigations or inquiries), claims, damages, losses, liabilities and expenses (including including, subject to the limitations in subclause (y) of the last sentence in this paragraph, the reasonable fees, charges and disbursements of any counsel of any Indemnitee and all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee) ), joint or several, of any kind or nature whatsoever that may be incurred or suffered by, asserted against or involve an Indemnitee or brought by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity, in each case, arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith (including in connection with the enforcement of the indemnification obligations set forth herein)) the Acquisition, the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby and thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents except to the extent that such action, suit, proceeding, claim, damage, loss, liability or expense either (x) (1) is 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 (2) results from a claim brought by the Guarantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Guarantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (y) arises solely from disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an the Arranger or any of their respective Related Parties (in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, such the Arranger or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this Section) to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Guarantor, any of its Subsidiaries, any of their respective Affiliates or any other Person or entity; provided that each Indemnitee will repay to the Company any reimbursements provided by the Company to such Indemnitee to the extent that it is determined that such Indemnitee is not entitled to such indemnification by virtue of one or both of the exceptions in clauses (x) and (y) above. The Guarantor agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or its Subsidiaries or Affiliates or the Guarantor’s respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined to have resulted from such Indemnitee’s gross negligence, material breach of contract or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Notwithstanding any other provision of this Guaranty, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic telecommunications or other information transmission systems other than damages resulting directly and primarily from its gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If legally permitted, any Indemnitee shall promptly Form of Company Guaranty notify the Guarantor in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Guarantor from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Without limiting the rights of the Indemnitees under this Section, including the right of Indemnitees to retain counsel at the Guarantor’s expense (but subject to the limitations with respect to such retention of counsel contained in this Section), the Guarantor may settle or agree to the entry of judgment with respect to any such claim or action; provided that the Guarantor shall not, without the subject Indemnitee’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any such investigation, litigation or proceeding, whether or not any Indemnified Party Indemnitee is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an unconditional release of each such Indemnitee from any liabilities arising out of such claim, action or proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrong-doing Form of Company Guaranty or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, (x) any Indemnitee shall have the right to settle any such claim or action without the consent of the Guarantor (such consent not to be unreasonably withheld or delayed), provided that the Guarantor shall have no liability for any settlement entered into without its consent, and (y) the indemnification obligations under this Section with respect to the fees, charges and disbursements of any counsel for any Indemnitee shall be limited to the reasonable and documented fees and expenses of (A) one outside counsel for the Administrative Agent and the Lead ArrangersArranger, taken together, (B) one additional outside counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) any necessary special or regulatory counsel and (E) in the case of an actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (D) above, such additional counsel to each group of affected Persons similarly situated, taken as a whole, as a reasonably necessary to eliminate such conflict. To the fullest extent permitted by applicable law, no Guarantor shall assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the transactions contemplated hereby or thereby. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. The obligations of the Guarantor under this section shall survive the payment in full of the Guarantied Obligations and termination of this Guaranty.