Common use of Indemnification by the Borrowers Clause in Contracts

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 at, on, under or emanating from any property owned, leased or operated by Parent or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent in its capacity as such).

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative each Agent (and any sub-agent agents thereof), each Lender, each Agent and each L/C IssuerIssuer and Lead Arranger, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the any settlement costs and reasonable and documented out-of-pocket fees, charges and disbursements of any one counsel for any IndemniteeIndemnitee plus one local counsel in each reasonably necessary jurisdiction and in the event of any actual or perceived conflict of interest, one additional counsel for each affected party plus one additional local counsel in each reasonably necessary jurisdiction), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent Agents (and any sub-agent agents thereof) and its their Related Parties only, the administration of this Credit Agreement and the other Loan Credit Documents; , (ii) any Loan Loan, B/A or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under or emanating from any property owned, leased or operated by Environmental Liability related to the Parent Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers Parent Borrower or any other Loan Party or any of the Borrowers’ or such Loan Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of comparative, contributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan DocumentsIndemnitee, or (y) result from any proceeding that does settlement entered into by any Indemnitee without the Parent Borrower’s written consent, which shall not involve an act be unreasonably withheld or omission by delayed, (y) result from disputes between and among Persons otherwise entitled to indemnification and to which Parent Borrower or any Restricted Subsidiary and of its Subsidiaries is not a party (provided that is brought by an Indemnitee against another Indemnitee this clause (other than y) shall not apply to disputes involving claims against the Administrative Agent or any Agent other agent or arranger in its capacity as such)) or (z) result from a claim brought by the Parent Borrower or any other Credit Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Parent Borrower or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any of the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any of the Borrowers or any of its their Subsidiaries, or any Environmental Liability related in any way to Parent such Borrower or any of its such 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material breach of the obligations Borrowers against an Indemnitee for breach in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if any Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Unless an Event of Default shall have occurred and be continuing, the Loan Documents, or Borrowers shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its choice at its expense (y) in which case the Borrowers shall not thereafter be responsible for the fees and expenses of any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary and that is brought separate counsel retained by an Indemnitee against another except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding the Borrowers’ election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, and the Borrowers shall bear the reasonable fees, costs and expenses of such separate counsel if (other than disputes involving i) the use of counsel chosen by the Borrowers to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include the Borrowers and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Borrowers; (iii) the Borrowers shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or (iv) the Borrowers shall authorize such Indemnitee to employ separate counsel at the Borrowers’ expense. The Borrowers will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims against any Agent in its capacity as such)or actions if the settlement is entered into without the Borrowers’ consent, which consent may not be unreasonably withheld or delayed.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Lender, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements Attorney Costs of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Documents; Credit Documents (including in respect of any matters addressed in Section 3.10), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent either Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent the Borrowers or any of its their 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 the Borrowers either Borrower or any other Loan Party or any of the Borrowers’ or such Loan Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party theretothereto or (v) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including Attorney Costs) incurred in connection with defense thereof, by the Administrative Agent or any Lender as a result of the default hereunder by the Credit Party or any Subsidiary which default violates a sanction enforced by OFAC; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material breach of the obligations Borrowers or any other Credit Party against an Indemnitee for breach in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the Loan Documentsany other Credit Document, if either Borrower or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such other Credit Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any one firm of counsel for any Indemniteeall Indemnitees, taken as a whole, and, in the event of a conflict of interest, one additional firm of counsel to all persons affected thereby, taken as a whole, and of special and local counsel as reasonably required), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Person (including any Borrower or any other Loan Party Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or negligence, willful misconduct or breach in bad faith of its obligations hereunder or under any other Loan Document of such Indemnitee or (By) result from a claim of any material breach Indemnitee solely against one or more other Indemnitees (and not by one or more Indemnitees against the Administrative Agent, Collateral Agent or Arrangers in such capacity) that have not resulted from the action, inaction, participation or contribution of the obligations of such Indemnitee under the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent Company or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (of its Subsidiaries or any of its or their respective Affiliates, officers, directors, employees, agents, advisors or other representatives. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), ) and each Lender, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claimsclaims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability Claim related in any way to Parent 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, or (v) any claim (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Borrower or any other Credit Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if such Borrower or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such Credit Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers Company and each Borrower (jointly and severally) shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, Lender and each Related Party of any of the foregoing Persons Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of any (i) one counsel for any Indemniteethe Lender, and (ii) one local counsel in each relevant jurisdiction), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Company or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, or the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Company, any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent the Company, 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 the Borrowers Company or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan DocumentsIndemnitee, or (y) result from a claim brought by the Company or any proceeding other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company 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 (z) arise out of a dispute solely between or among Indemnitees that does not involve an act or omission by Parent any Loan Party or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (Loan Party’s Affiliates other than disputes involving claims any action, suit, proceeding or claim against any Agent Indemnitee or any of its Related Parties in its capacity or in fulfilling its role as suchan agent or similar role under hereunder or under any other Loan Document. Without limiting the provisions of Section 3.01(c), this Section 9.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers Company or any other Loan Party Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent and the Collateral Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers Company or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Company or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such Loan DocumentsParty has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), or (ythis Section 10.04(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Each Borrower shall, and does hereby indemnify, each Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C IssuerIssuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the any Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Credit Documents; , (ii) any Loan Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer an Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers Company or any other Loan Party or any of the Borrowers’ or such Loan Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Company or any material other Credit Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Credit Document, if the Loan Documents, Company or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such other Credit Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers or any other Loan Party Credit Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlywithout limitation, the administration of this Agreement and the other Loan Documents; Credit Facility), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Credit Party or any of its SubsidiariesSubsidiary thereof, or any Environmental Liability Claim related in any way to Parent any Credit Party or any of its Subsidiaries; or Subsidiary, (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 the Borrowers or any other Loan Credit Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorsSubsidiary thereof, and regardless of whether any Indemnitee is a party thereto; provided, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Credit Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Credit Party or any Subsidiary thereof against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if such Credit Party or (ysuch Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 12.5(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, liabilities and related expenses arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender (including the Issuing Lender, each Agent and each L/C Issuer), and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented or invoiced (in reasonable detail) out-of-pocket expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers or any other Loan Party Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under of Environmental Concern on or emanating from any property owned, leased owned or operated by Parent the Borrowers or any of its their Subsidiaries, or any Environmental Liability related in any way to Parent the Borrowers or any of its their 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 the Borrowers a Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or negligence, willful misconduct or violation of law of or by such Indemnitee or (By) result from a claim brought by a Borrower or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee's obligations hereunder or under the any other Loan DocumentsDocument, if such Borrower or (ysuch Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 10.5(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, obligations, penalties, judgments, proceedings, interest, costs and related expenses of any kind (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties Indemnitees only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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) the existence or perfection of any Liens, or realization upon any Collateral, (iv) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its their respective Subsidiaries, or any Environmental Liability related in any way to Parent any Borrower or any of its their respective Subsidiaries; , or (iv) any actual or prospective claim, litigation, investigation investigation, arbitration or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, obligations, penalties, judgments, proceedings, interest, costs or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Borrower or any other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if such Borrower or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such Loan Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any a single counsel for any Indemniteeall Indemnitees in each applicable jurisdiction), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers or any Borrowers), other Loan Party than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlywithout limitation, the administration of this Agreement and the other Loan Documents; Credit Facility), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its SubsidiariesSubsidiary thereof, or any Environmental Liability Claim related in any way to Parent any Borrower or any of its Subsidiaries; or Subsidiary, (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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorsSubsidiary thereof, and regardless of whether any Indemnitee is a party thereto; provided, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Credit Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the fraud, gross negligence or willful misconduct of such an Indemnitee, (x) result from a claim brought by any Borrower or any Subsidiary thereof against an Indemnitee or (B) any material for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if such Borrower or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) result from any proceeding that does not involve an act settlement by any Indemnitee of any claim or omission by Parent or any Restricted Subsidiary and threatened claim that is brought by an Indemnitee against another Indemnitee otherwise subject to indemnification under this Section unless the Borrowers have consented in writing to such settlement, which consent shall not be unreasonably withheld, delayed or conditioned or (z) are on account of Taxes (other than disputes involving claims against any Agent in its capacity as suchTaxes that represent losses, claims, damages, etc., arising from any non-Tax claim).

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lenderthe Co-Syndication Agents, the Co-Documentation Agents, each Agent Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses Damages (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Person (including any Borrower or any Guarantor other Loan Party than such Indemnitee and its Related Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries or at any off-site location for which any Borrower or any of its Subsidiaries may be liable, or any Environmental Claim related in any way to any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorsGuarantor, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan DocumentsIndemnitee, or (y) result from a claim brought by any proceeding that does not involve an act or omission by Parent Borrower or any Restricted Subsidiary and that is brought by Guarantor against an Indemnitee against another Indemnitee (for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 10.12(b) shall not apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses or damages arising from any claim not related to any such Taxes.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any one counsel for all Indemnitees), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased Property owned or operated by Parent the Borrowers or any of its their Subsidiaries, or any Environmental Liability related in any way to Parent the Borrowers or any of its their 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Borrowers or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Documents, Party have obtained a final and nonappealable judgment in its or (ytheir favor on such claim as determined by a court of competent jurisdiction. This Section 10.04(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each the Co-Collateral Agent, the Joint Lead Arrangers, the Issuing Lender, the Swing Line Lender, each Agent and each L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers or any other Loan Party Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) ), the Co-Collateral Agent and its their respective Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit Credit, or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on, at, on, under or emanating from any property owned, leased or operated by the Parent Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Parent 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Borrowers or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, Lender and each Related Party of any of the foregoing Persons Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless, each Indemnitee from, and shall pay or reimburse any such Indemnitee for, all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby executed or therebydelivered pursuant hereto or thereto, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer the Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its SubsidiariesSubsidiary thereof, or any Environmental Liability Claim related in any way to Parent any Borrower or any of its Subsidiaries; or Subsidiary, (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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorsSubsidiary thereof, and regardless of whether any Indemnitee is a party thereto; provided, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent in its capacity as such)Indemnitee.

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), each Lenderthe Arranger, each Agent and each L/C Issuer, Lender and each Related Party of any of the foregoing Persons (each such Person being called of the foregoing Persons, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers BVI Borrower or any other Loan Party Party) arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or any hedging arrangement related thereto, the performance by the parties hereto Loan Parties of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to Parent any Loan Party or any of its Subsidiaries; 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 the Borrowers BVI Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses expenses: (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (B) result from a claim brought by the BVI Borrower or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if the BVI Borrower or such Loan DocumentsParty has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To the extent that any undertaking in this clause may be unenforceable because it is violative of any Applicable Law or public policy, or (ythe BVI Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of such undertaking. This Section 12.03(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers either Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent either or both Borrowers or any of its their respective Subsidiaries, or any Environmental Liability related in any way to Parent either or both Borrowers or any of its their respective 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 either or both of the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) any material breach result from a claim brought by either or both of the obligations Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee Indemnitee's obligations hereunder or under any other Loan Document, if either or both of the Borrowers or such other Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers in each Fund Group (with respect to such Fund Group) shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any a single counsel for any Indemniteeall Indemnitees in each applicable jurisdiction) (collectively, “Losses”), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers or any other Loan Party Credit Party) other than Losses asserted by such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlywithout limitation, the administration of this Agreement and the other Loan Documents; Credit Facility), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Credit Party in such Fund Group or any of its SubsidiariesSubsidiary thereof, or any Environmental Liability Claim related in any way to Parent any Credit Party in such Fund Group or any of its Subsidiaries; or Subsidiary, (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 the Borrowers any Credit Party in such Fund Group or any other Loan Party or Subsidiary thereof, with respect to any member of the Borrowers’ or such Loan PartyXxxxxxxx’s directors, shareholders or creditorsFund Group, and regardless of whether any Indemnitee is a party thereto; provided, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Credit Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby in each case relating to such Fund Group, including without 119 limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses Losses (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the fraud, bad faith, gross negligence or willful misconduct of such an Indemnitee, (x) result from a claim brought by any Credit Party or any Subsidiary thereof against an Indemnitee or (B) any material for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if such Credit Party or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) result from any proceeding that does not involve an act settlement by any Indemnitee of any claim or omission by Parent or any Restricted Subsidiary and threatened claim that is brought by an Indemnitee against another Indemnitee otherwise subject to indemnification under this Section unless the Borrowers in such Fund Group have consented in writing to such settlement, which consent shall not be unreasonably withheld, delayed or conditioned or (z) are on account of Taxes (other than disputes involving claims against any Agent in its capacity Taxes that represent Losses, arising from any non-Tax claim) which shall be solely covered by Section 4.1 and 4.4(a), as such)applicable.

Indemnification by the Borrowers. The Borrowers Borrowers, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Person (including any Borrower or any other Loan Party Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Company or any of its Subsidiaries, or any Environmental Liability related in any way to Parent the Company 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Borrower or any other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if such 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. Without limiting the Loan Documentsprovisions of Section 3.01(c), or (ythis Section 10.04(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent ) and each L/C Issuer, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers Company or any other Loan Party Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers a Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by a Borrower or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if a Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the Loan Documentsprovisions of Section 3.01(c), or (ythis Section 10.04(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent any Borrower or any of its Subsidiaries; , or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingforegoing (including, without limitation, any Environmental Action), whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Borrowers or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by either of the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent either of the Borrowers or any of its their respective Subsidiaries, or any Environmental Liability related in any way to Parent either of the Borrowers or any of its their respective 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 either of the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) any material breach result from a claim brought by either of the obligations Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if either of the Borrowers or such other Loan DocumentsParty has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(e), or (ythis Section 11.04(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers either Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent either Borrower or any of its Material Subsidiaries, or any Environmental Liability related in any way to Parent either Borrower or any of its Material 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 the Borrowers either Borrower or any other Loan Party or any of the Borrowers’ such Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by either Borrower or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if such Borrower or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such other Loan Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C C-BA Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Loan, Letter of Credit or Bankers’ Acceptance or the use or proposed use of the proceeds therefrom (including any refusal by any L/C C-BA 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Borrowers or any of its their Restricted Subsidiaries, or any Environmental Liability related in any way to Parent the Borrowers or any of its their Restricted 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Borrowers or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such other Loan Documents, or (yParty has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 10.04(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent Agents (and any sub-agent thereof), the Syndication Agent, the Arrangers, each Lender, each Agent and each L/C Issuer, Issuer and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 at, on, under on or emanating from any property owned, leased currently or formerly owned or operated by Parent any Borrower or any of its Restricted Subsidiaries, or any other Environmental Claim or Environmental Liability related in any way to Parent any Borrower or any of its Subsidiaries; Restricted Subsidiary, 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any Loan Party against an Indemnitee for a material breach of the such Indemnitee’s obligations of hereunder or under any other Loan Document, if such Indemnitee under the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent non-appealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers or any other Loan Party Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Company or any of its Subsidiaries, or any Environmental Liability related in any way to Parent the Company 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Borrower or any other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the Loan Documentsprovisions of Section 3.01(c), or (ythis Section 11.4(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary if such Loan Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, Affected Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers or any other Loan Credit Party or Managing Entity), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlywithout limitation, the administration of this Agreement and the other Loan Documents; Credit Facility), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) to the extent relating to the foregoing, any actual or alleged presence or Release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Credit Party or Managing Entity or any Subsidiary of its Subsidiariesany Credit Party, or any Environmental Liability related in any way to Parent 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 the Borrowers any Credit Party or Managing Entity or any other Loan Party or Subsidiary of any of the Borrowers’ or such Loan Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Credit Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the fraud, gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (By) any material result from a breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, or (yas determined by a court of competent jurisdiction in a final non-appealable judgment. This Section 12.5(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall hereby indemnify the Administrative Agent (and any sub-agent thereof), each Lenderthe Arranger, each Agent and each L/C Issuer, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under or emanating from any property owned, leased or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by a Borrower or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if such Borrower or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such other Loan Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such).determined by a court of competent jurisdiction

Indemnification by the Borrowers. The Borrowers Each Borrower shall jointly and severally indemnify the each Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers a Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan Loan, Acceptance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent a Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent a 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 the Borrowers a Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by a Borrower or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if a Borrower or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such Loan Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers jointly and severally shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any external counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available (x) to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) for any loss asserted against such Indemnitee by another Indemnitee (excluding (1) any material breach of the obligations of claims against any Joint Lead Arranger in such Indemnitee capacity or in fulfilling its role as an arranger or any similar role under the Loan Documents, or Documents and (y2) any proceeding that does not involve an claims arising out of any act or omission by Parent on the part of Anixter or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent in of its capacity as suchSubsidiaries).

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased propertyProperty owned or operated by Parent the Borrowers or any of its their Subsidiaries, or any Environmental Liability related in any way to Parent the Borrowers or any of its their 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Borrowers or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary Party have obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity or their favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall and hereby do indemnify the Joint Lead Arrangers, the Administrative Agent (and any sub-agent thereof), each Lender, each Agent the Swing Line Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall and hereby do indemnify and hold harmless each Indemnitee from all out-of-pocket fees and time charges and disbursements for attorneys of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers or any other Loan Party Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent either Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent either 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 the Borrowers or any other Loan Party or any of the Borrowers’ Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available (x) to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct of such Indemnitee or (By) to the extent such losses, claims, damages, liabilities or related expenses relate to any material breach proceeding solely between or among Indemnitees other than (i) claims against either the Administrative Agent or any Joint Lead Arranger or their respective Affiliates in their capacity or in fulfilling their role as the agent or arranger or any other similar role hereunder and under the other Loan Documents and (ii) claims arising out of any act or omission on the obligations part of any Loan Party or any of Loan Party’s Affiliates, and provided further that such Indemnitee under shall promptly repay the Loan Documents, or Borrowers all expense reimbursements previously made pursuant to this clause (y) any proceeding to the extent that does such Indemnitee is determined not involve an act or omission to be entitled to indemnification hereunder as contemplated by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (the preceding exceptions. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers Each Borrower and each other Credit Party, jointly and severally (subject to the limitations of Section 11.22), shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Lender, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), penalties, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Person (including either Borrower or any other Loan Party Credit Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlywithout limitation, the administration of this Agreement and the other Loan Documents; Transactions), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Credit Party or any of its SubsidiariesSubsidiary thereof, or any Environmental Liability Claim related in any way to Parent any Credit Party or any of its Subsidiaries; or Subsidiary, (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 the Borrowers or any other Loan Credit Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorsSubsidiary thereof, and regardless of whether any Indemnitee is a party thereto; provided, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (Ai) the such Indemnitee’s gross negligence or willful misconduct of misconduct, (ii) the material breach in bad faith by such Indemnitee of its express obligations under the Loan Documents pursuant to a claim initiated by the Borrowers or (Biii) any material breach dispute solely among Indemnitees (not arising as a result of any act or omission by either Borrower or any of its Subsidiaries or Affiliates) other than claims against Xxxxx Fargo in its capacity as Administrative Agent or the obligations of Arrangers in their capacities as such Indemnitee under the Loan Documents, or (y. This Section 11.3(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Indemnified Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent Bank (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any a single counsel for any Indemniteeall Indemnitees in each applicable jurisdiction), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers or any other Loan Party Credit Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlywithout limitation, the administration of this Agreement and the other Loan Documents; Credit Facility), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Credit Party or any of its SubsidiariesSubsidiary thereof, or any Environmental Liability Claim related in any way to Parent any Credit Party or any of its Subsidiaries; or Subsidiary, (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 the Borrowers or any other Loan Credit Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorsSubsidiary thereof, and regardless of whether any Indemnitee is a party thereto; provided, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Bank or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Credit Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the fraud, gross negligence or willful misconduct of such an Indemnitee, (x) result from a claim brought by any Credit Party or any Subsidiary thereof against an Indemnitee or (B) any material for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if such Credit Party or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) result from any proceeding that does not involve an act settlement by any Indemnitee of any claim or omission by Parent or any Restricted Subsidiary and threatened claim that is brought by an Indemnitee against another Indemnitee otherwise subject to indemnification under this Section unless the Borrowers have consented in writing to such settlement, which consent shall not be unreasonably withheld, delayed or conditioned or (z) are on account of Taxes (other than disputes involving claims against any Agent in its capacity Taxes that represent losses, claims, damages, etc., arising from any non-Tax claim) which shall be solely covered by Section 4.1 and 4.4(a), as such)applicable.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket actual fees, charges and disbursements of any counsel for any Indemnitee excluding the fees, time charges and disbursements for attorneys who may be employees of any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased Property owned or operated by Parent the Borrowers or any of its their Subsidiaries, or any Environmental Liability related in any way to Parent the Borrowers or any of its their 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Borrowers or any material other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers 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. The obligations of the obligations Borrowers under this clause (b) shall survive the payment in full of such Indemnitee under the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary Obligations and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent in its capacity as such)the termination of this Agreement.

Indemnification by the Borrowers. The Borrowers shall indemnify the Each Borrower shall, and does hereby indemnify, each Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C IssuerIssuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the either Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Credit Documents; , (ii) any Loan Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer an Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under Substance on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability Claim related in any way to Parent 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 the Borrowers Company or any other Loan Party or any of the Borrowers’ or such Loan Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan DocumentsIndemnitee, or (y) any proceeding that does not involve an act or omission result from a claim brought by Parent the Company or any Restricted Subsidiary and that is brought by other Credit Party against an Indemnitee against another Indemnitee (for breach in bad faith of such Indemnitee’s obligations hereunder or under any other than disputes involving claims against any Agent Credit Document, if the Company or such other Credit Party has obtained a final and nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, Term Lender and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), Indemnitee incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Term Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Borrowers or any of its Subsidiariesother Credit Party, or any Environmental Liability related in any way to Parent the Borrowers or any of its Subsidiaries; other Credit Party, 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee Indemnitee, if the Borrowers or (Bsuch other Credit Parties has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 9.04(b) any material breach of the obligations of such Indemnitee under the Loan Documents, or (y) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such).Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent ) and each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party a Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, or in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent AFG or any of its Subsidiaries, or any Environmental Liability related in any way to Parent AFG 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorsa Borrower, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) any material result from a claim brought by a Borrower against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary if such Borrower has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Lender, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party of their Subsidiaries arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Borrowers or any of its their Subsidiaries, or any Environmental Liability Claim related in any way to Parent the Borrowers or any of its their 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorstheir Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided, or (v) any claim (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Borrowers or any material of their Subsidiaries against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary if such Borrower has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each LenderArranger, each Agent Lender and each L/C IssuerIssuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), penalties, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers or any other Loan Party Credit Party), arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlywithout limitation, the administration of this Agreement and the other Loan Documents; Transactions), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Credit Party or any of its SubsidiariesSubsidiary thereof, or any Environmental Liability Claim related in any way to Parent any Credit Party or any of its Subsidiaries; or Subsidiary, (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 the Borrowers or any other Loan Credit Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorsSubsidiary thereof, and regardless of whether any Indemnitee is a party thereto; provided, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) result from a claim brought by any material Credit Party or any Subsidiary thereof against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if such Credit Party or (ysuch Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 12.3(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Borrowers or any of its their Subsidiaries, or any Environmental Liability related in any way to Parent the Borrowers or any of its their 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Borrower or any other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if such Borrower or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such Loan Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including including, the reasonable and documented out-of-pocket fees, charges and disbursements of any one primary legal counsel to the Agent, the Arrangers and their Affiliates and the Lenders and, if required, one local counsel in each relevant jurisdiction (and, in the case of an actual or perceived conflict of interest where the Indemnitee informs the Company of such conflict and retains its own counsel, of one additional counsel for any 106 each such affected Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Person (including any Borrower or any other Loan Party Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are result from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (Bz) result from any material breach dispute solely among the Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Agent, L/C Issuer, Arranger or any similar role under this Agreement or any other Loan Document and other than any claims arising out of the obligations of such Indemnitee under the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent of Holdings or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (of its Subsidiaries. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party Obligor arising out of, in connection with, or as a result of (ia) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (iib) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); , (iiic) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent or any of its SubsidiariesObligor, or any Environmental Liability related in any way to Parent or any of its Subsidiaries; Obligor, or (ivd) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, an Obligor and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non- appealable judgment to have resulted from (A) the gross negligence or willful wilful misconduct of such Indemnitee or (By) result from a claim brought by the Borrowers or any material other Obligor against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary Obligor has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favour on such claim as suchdetermined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 4.10, 4.11 and 15.8(1).. (3)

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel Attorney Costs for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by either of the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent either of the Borrowers or any of its their respective Subsidiaries, or any Environmental Liability related in any way to Parent either of the Borrowers or any of its their respective 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 either of the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) any material breach result from a claim brought by either of the obligations Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if either of the Borrowers or such other Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers jointly and severally shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent the Arrangers and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ such Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Borrower or any other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if such Borrower or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such Loan Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) each Lender, each Agent Lender and each L/C Issuerthe Issuing Bank, and each Related Party of any of the foregoing Persons persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any party hereto or any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, on, under or emanating from any property owned, leased or operated by Parent or any of its SubsidiariesCompany at any time, or any Environmental Liability Claim related in any way to Parent or any of its Subsidiaries; Company, 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan DocumentsIndemnitee, or (y) result from a claim brought by any proceeding that does not involve an act or omission by Parent Borrower or any Restricted Subsidiary and that is brought by other Loan Party against an Indemnitee against another Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from any dispute solely among Indemnitees other than disputes involving claims against any Agent an Indemnitee in its capacity as such)Arranger or Agent hereunder or fulfilling its role as the Administrative Agent, the Collateral Agent or the Arranger, as the case may be, and other than claims arising out of any act or omission on the part of the Borrowers, any Loan Party or their respective Affiliates.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lenderthe Syndication Agent, the Documentation Agent, each Agent Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses Damages (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Person (including any Borrower or any Guarantor other Loan Party than such Indemnitee and its Related Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability Claim related in any way to Parent 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorsGuarantor, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) any material breach as determined by a court of the obligations of such Indemnitee under the Loan Documentscompetent jurisdiction by final and nonappealable judgment, or (y) result from a claim brought by any proceeding that does not involve an act or omission by Parent Borrower or any Restricted Subsidiary and that is brought by Guarantor against an Indemnitee against another Indemnitee (for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 10.12(b) shall not apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses or damages arising from any claim not related to any such Taxes.

Indemnification by the Borrowers. The Borrowers Each Borrower shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall jointly and severally indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by 113 any third party or by the Borrowers any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the Commitment Letter (including the Summary of Terms), this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or any other aspect of any transaction contemplated by the Commitment Letter (including the Summary of Terms) or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the any use made (or proposed to be made, including any use proposed in the Commitment Letter or Summary of the Terms to be made) of proceeds therefrom (including any refusal by any an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers Company or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Company or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder, under any other Loan Document or under the Commitment Letter (including the Summary of Terms), if the Company or such other Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers Company or any other Loan Party Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers Company or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Company or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such Loan DocumentsParty has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), or (ythis Section 10.04(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent sub‑agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers or any other Loan Party Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or 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 Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Borrowers or any of its their Subsidiaries, or any Environmental Liability related in any way to Parent the Borrowers or any of its their 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Borrower or any other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the Loan Documentsprovisions of Section 3.01(c), or (ythis Section 10.04(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers or any other Loan Party Credit Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Credit Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Credit Party or any of its their Subsidiaries, or any Environmental Liability related in any way to Parent any Credit Party or any of its their 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 the Borrowers any Borrower or any other Loan Credit Party or any of the Borrowers’ such Borrower’s or such Loan Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Borrower or any other Credit Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Credit Document, if such Borrower or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the Loan Documentsprovisions of Section 3.01(c), or (ythis Section 11.04(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall Each Borrower, jointly and severally, agrees to indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C IssuerIssuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “IndemniteeIndemnified Party”) against, and hold each Indemnitee Indemnified Party harmless from, any and all losses, claims, damagesdamages (including any special, indirect, consequential or punitive damages claimed or asserted (x) in breach of Section 8.04(d), or (y) by a Person not a party to this Agreement), liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any IndemniteeIndemnified Party), incurred by any Indemnitee Indemnified Party or asserted against any Indemnitee Indemnified Party by any third party or by the Borrowers or any Person other Loan than such Indemnified Party arising and its Related Parties which arise out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan Revolving Credit Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under on or emanating from any property owned, leased currently or formerly owned or operated by Parent any Borrower or any Subsidiary of its Subsidiariesa Borrower, any Environmental Action, or any liability relating to any Environmental Liability related Law, Environmental Permit or Hazardous Material that relates in any way to Parent any Borrower or any Subsidiary of its Subsidiaries; a Borrower, or (iv) any actual or prospective claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee Indemnified Party is a party thereto; provided, provided that such indemnity shall not, as to any IndemniteeIndemnified Party, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and in a final, nonappealable judgment to have resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan DocumentsIndemnified Party, or (y) arising out of, or in connection with, any proceeding that does not involve an act or omission by Parent any Borrower, any Loan Party or any Restricted Subsidiary of their respective Affiliates and that is brought by an Indemnitee Indemnified Party against another Indemnitee Indemnified Party (other than disputes involving claims claims, litigation, investigations or proceedings brought against any Agent Credit Suisse in its capacity as suchAdministrative Agent or Issuing Bank, against any other Issuing Bank in its capacity as Issuing Bank, or against any of the financial institutions listed in the recitals to this Agreement in their respective capacities as bookrunners, syndication agents, arrangers, documentation agents or any other similar roles or capacities in respect of the Facility). The Borrowers shall not be liable for any settlement of any Proceeding effected without Rayonier's consent (which consent shall not be unreasonably withheld or delayed), but if such Proceeding is settled with Rayonier's written consent, or if there is a judgment against an Indemnified Party in any such Proceeding, then the Borrowers shall, jointly and severally, indemnify and hold harmless each Indemnified Party in the manner set forth above. Notwithstanding the immediately preceding sentence, if at any time an Indemnified Party shall have requested, in accordance with the foregoing, that the Borrowers reimburse such Indemnified Party for legal or other expenses in connection with investigating, responding to or defending any Proceeding for which reimbursement is required pursuant to the terms of this provision, the Borrowers shall be liable for any settlement of any Proceeding effected without their written consent if (x) such settlement is entered into more than 30 days after receipt by Rayonier of such request for reimbursement, and (x) the Borrowers shall not have reimbursed such Indemnified Party in accordance with such request for legal or other expenses required to be reimbursed pursuant to the terms of this provision prior to the date of such settlement.

Indemnification by the Borrowers. The Borrowers shall indemnify Subject to and without duplication of the foregoing subsection (a), each Borrower hereby, jointly and severally, indemnifies the Administrative Agent (and any sub-agent thereof), each Lenderthe Arranger, each Agent and each L/C Issuer, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold holds each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket invoiced fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party ) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit the Loans or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under or emanating from any property owned, leased or operated by Parent any Loan Party or any of its Subsidiaries, or any Environmental 122 Liability related in any way to Parent any Loan Party 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ such Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or negligence, willful misconduct or breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction; and provided, further that any indemnity with respect to Taxes shall be governed solely by Section 3.01. Notwithstanding the foregoing, the Borrowers shall not be liable for any losses, claims, damages, liabilities or related expenses incurred by or asserted against an Indemnitee or (B) any material breach as a direct result of the obligations of settlement by such Indemnitee under of any such loss, claim, damage, liability or expense that would otherwise be indemnified hereunder, except for settlements entered into with the Loan Documents, Borrowers’ consent (which may not be unreasonably withheld or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent in its capacity as suchdelayed).

Indemnification by the Borrowers. The Borrowers Each Loan Party shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, other Secured Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmless each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee and any settlement costs for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 4.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C the Letter of Credit 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to Parent any Loan Party or any of its Subsidiaries; , (iv) any claims of, or amounts paid by any Secured Party to, a Controlled Account Bank or other Person which has entered into a control agreement with any Secured Party hereunder or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (Ax) the gross negligence or willful misconduct of such Indemnitee or (By) any material a breach of the funding obligations of such Indemnitee under the Loan Documents, or (ythis Agreement. This Section 11.04(b) shall not apply to any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (Taxes other than disputes involving claims against Taxes that represent losses, claims, damages, etc. arising from any Agent in its capacity as such)non-Tax claim.

Indemnification by the Borrowers. The Each of the Borrowers jointly and severally agrees that it shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent the Issuing Lender and each L/C Issuer, the Swingline Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers a Borrower or any other Loan Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Credit Party or any of its SubsidiariesSubsidiary thereof, or any Environmental Liability Claim related in any way to Parent any Credit Party or any of its Subsidiaries; or Subsidiary, (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 the Borrowers or any other Loan Credit Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorsSubsidiary thereof, and regardless of whether any Indemnitee is a party thereto; provided, or (v) any claim (including, without limitation, any Environmental Claims or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) result from a claim brought by any material Credit Party or any Subsidiary thereof against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if such Credit Party or (y) any proceeding that does not involve an act or omission by Parent or any Restricted such Subsidiary has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Each of the Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C the LC Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by either of the Borrowers or any other Loan Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit Facility LC or the use or proposed use of the proceeds therefrom (including any refusal by any L/C the LC Issuer to honor a demand for payment under a Letter of Credit Facility LC if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of CreditFacility LC); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under hazardous materials on or emanating from any property owned, leased owned or operated by Parent either of the Borrowers or any of its their respective Subsidiaries, or any Environmental Liability environmental liability related in any way to Parent either of the Borrowers or any of its their respective 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 either of the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) any material breach result from a claim brought by either of the obligations Borrowers or any other Credit Party against an Indemnitee for breach in bad faith of such Indemnitee Indemnitee's obligations hereunder or under any other Loan Document, if either of the Loan Documents, Borrowers or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such other Credit Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers either Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent either or both Borrowers or any of its their respective Subsidiaries, or any Environmental Liability related in any way to Parent either or both Borrowers or any of its their respective 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 either or both of the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by either or both of the Borrowers 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 either or both of the obligations Borrowers or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of such Indemnitee under the Loan Documents, or (ycompetent jurisdiction. This Section 10.04(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Credit Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Credit Party or any of its their Subsidiaries, or any Environmental Liability related in any way to Parent any Credit Party or any of its their 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 the Borrowers any Borrower or any other Loan Credit Party or any of the Borrowers’ Borrower’s or such Loan Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Borrower or any other Credit Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the Loan Documentsany other Credit Document, if such Borrower or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such Credit Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify the Administrative Agent Agents (and any sub-agent thereof), each LenderCo-Lead Arranger, each Agent syndication agent, each documentation agent, each Bank and each L/C Issuerthe Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party Affiliate of a Borrower hereunder arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative each Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in §6), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under Substances on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorsguarantor hereunder, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Borrowers hereunder against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrowers has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The provisions of this §18.1 shall not apply to any litigation, proceeding or dispute solely between the Borrowers or any of their Consolidated Subsidiaries on the one hand and the Agents, the Issuing Bank or the Banks on the other hand, if the final non-appealable judgment in such litigation, proceeding or dispute is in favor of the obligations of such Indemnitee under the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent Borrowers or any Restricted Subsidiary of their Consolidated Subsidiaries and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent in its capacity as such)such Indemnitee.

Indemnification by the Borrowers. The Each of the Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each LenderJoint Lead Arranger, each Agent and each L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of one counsel and, to the extent reasonably necessary, special and one local counsel in each jurisdiction for the Indemnitees (and in the event of any actual or potential conflict of interest, one additional counsel for any Indemniteethe Administrative Agent and/or each Lender subject to such conflict), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent a Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent a 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorsBorrower, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent in its capacity as such)Indemnitee.

Indemnification by the Borrowers. The Borrowers shall Each Borrower will indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, costs and related expenses (including the reasonable and documented out-of-pocket fees, charges charges, settlement costs and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party or any of their respective Affiliates arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument document contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereofagent) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 Environmental Claim or alleged presence or Release of Hazardous Materials at, on, under or emanating from any property owned, leased or operated by Parent or any of its Subsidiaries, or any Environmental Liability related in any way to Parent or any of its SubsidiariesLiability; or (iv) any actual or prospective claim, litigationinvestigation, investigation litigation or other proceeding (including any administrative proceeding or any arbitration or other alternative dispute resolution proceeding) relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorstheir respective Affiliates, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall will not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent in its capacity as such)Indemnitee.

Indemnification by the Borrowers. The Borrowers shall indemnify the Arrangers, the Administrative Agent (and any sub-agent thereof), each LenderAgent, each Agent Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons and their respective successors and assigns (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all lossesactual losses (other than lost profit), claims, damages, liabilities liabilities, costs and related expenses (including the reasonable and documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of any one primary counsel, one local counsel in each relevant jurisdiction, one specialty counsel for any Indemniteeeach relevant specialty and one or more additional counsel if one or more conflicts of interest arise), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of (A) the engagement papers related to financing the Transactions, (B) this Agreement, (C) any other Loan Document or (D) any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in thereby and the case contemplated use of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlyproceeds of Credit Extensions hereunder, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Borrowers or any of its SubsidiariesRestricted Subsidiary, or any Environmental Liability related in any way to Parent the Borrowers or any of its Subsidiaries; Restricted Subsidiary, 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party theretothereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) result from disputes that do not involve an act or omission by Holdings, the Borrowers or any of their Affiliates and that is between and among Indemnitees (other than in any Indemnitee’s capacity as an Arranger or an Agent or any other similar role with respect to the Facilities), or (y) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (AI) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee (or any of its Subsidiaries or other Affiliates or their respective officers, directors, employees, agents, members or controlling persons) or (BII) any a material breach of the obligations of any Loan Document by such Indemnitee under the Loan Documents, or (yperson. This Section 10.04(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C the Letter of Credit Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers or any Borrowers), other Loan Party than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlywithout limitation, the administration of this Agreement and the other Loan Documents; Credit Facility), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C the Letter of Credit 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 at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its SubsidiariesSubsidiary thereof, or any Environmental Liability Claim related in any way to Parent any Borrower or any of its Subsidiaries; or Subsidiary, (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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorsSubsidiary thereof, and regardless of whether any Indemnitee is a party thereto; provided, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Credit Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Borrower or any Subsidiary thereof against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if such Borrower or (ysuch Subsidiary has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 12.5(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damage, liabilities and related expenses arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C C-BA Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Loan, Letter of Credit or Bankers’ Acceptance or the use or proposed use of the proceeds therefrom (including any refusal by any the L/C C-BA 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Borrowers or any of its their Restricted Subsidiaries, or any Environmental Liability related in any way to Parent the Borrowers or any of its their Restricted 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Borrowers or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such other Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary if such Loan Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers Company shall indemnify the Administrative Agent (Agent, the Collateral Agent, the Issuing Lender and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other the Loan Document Documents or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyTransactions, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed the use of the proceeds therefrom (including any refusal by any L/C Issuer the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); ), (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Company or any of its Subsidiaries, or any Environmental Liability related in any way to Parent the Company 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan DocumentsIndemnitee, or (y) any proceeding that does not involve an act or omission result from a claim brought by Parent the Borrowers or any Restricted Subsidiary and that is brought by other Loan Party against an Indemnitee against another Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are Indemnified Taxes, Excluded Taxes or Taxes with respect to which additional amounts are payable pursuant to Section 2.12 (other than disputes involving claims against than, for the avoidance of doubt, any Agent in its capacity such Taxes that are incurred as sucha result of an Indemnitee's receipt of any payment pursuant to this Section 10.03(b)).

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify the Administrative Agent Agents (and any sub-agent thereof), each Lender, each Agent Bank and each L/C Issuerthe Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party Affiliate of a Borrower hereunder arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative each Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in §6), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under Substances on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorsguarantor hereunder, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Borrowers hereunder against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrowers has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The provisions of this §18.1 shall not apply to any litigation, proceeding or dispute solely between the Borrowers or any of their Consolidated Subsidiaries on the one hand and the Agents, the Issuing Bank or the Banks on the other hand, if the final non-appealable judgment in such litigation, proceeding or dispute is in favor of the obligations of such Indemnitee under the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent Borrowers or any Restricted Subsidiary of their Consolidated Subsidiaries and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent in its capacity as such)such Indemnitee.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any outside counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Person (including any Borrower or any other Loan Party Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by the Parent or any of its Subsidiaries, or any Environmental Liability related in any way to the Parent 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or its Related Parties, (By) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for material breach of the such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, if such 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 such Indemnitee under the Loan Documentscompetent jurisdiction, or (yz) result from disputes solely between Indemnitees (other than the Arrangers or the Administrative Agent in their capacities as such) and do not arise or result from any proceeding that does not involve an act act, request or omission by Parent any Borrower, any other Loan Party or any Restricted Subsidiary of their respective Affiliates; and provided further, that is brought for any individual claim (or series of related claims) the Borrowers 122 shall not be required to reimburse legal fees, charges and disbursements of more than one counsel (in addition to any reasonably necessary local counsel) for all Indemnitees unless the representation of all Indemnitees by one outside counsel would be inappropriate due to the existence of an Indemnitee against another Indemnitee (actual or potential conflict of interest, in which case the Borrowers shall reimburse the reasonable and documented fees, charges and disbursements of one outside counsel to such conflicted Indemnitees taken as a whole. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such).Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim..

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ Borrower’s or such Loan Party’s directors, shareholders or creditors, creditors and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such any Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan Documents, or (y) result from a claim brought by any proceeding that does not involve an act or omission by Parent Borrower or any Restricted Subsidiary and that is brought by other Loan Party against an Indemnitee against another Indemnitee (for breach in bad faith of such Indemnitee’s obligations hereunder or under any other than disputes involving claims against any Agent Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each the Swing Line Lender, each Agent and each L/C Issuer, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, actual losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Borrowers or any of its their respective Subsidiaries, or any Environmental Liability related in any way to Parent or the Borrowers and any of its their respective 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from (Aa) the gross negligence or willful misconduct of such Indemnitee or Indemnitee; (Bb) any material breach of the obligations of such Indemnitee under the Loan Documents, Documents or applicable Law by any Indemnitee; or (yc) any proceeding that does not involve an act claims or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent in its capacity as such)solely amongst Indemnitees.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative each Agent (and any sub-agent agents thereof), each Lender, each Agent Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the any settlement costs and reasonable and documented out-of-pocket fees, charges and disbursements of any anyone counsel for any IndemniteeIndemnitee plus one local counsel in each reasonably necessary jurisdiction and in the event of any actual or perceived conflict of interest, one additional counsel for each affected party plus one additional local counsel in each reasonably necessary jurisdiction), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent Agents (and any sub-agent agents thereof) and its their Related Parties only, the administration of this Credit Agreement and the other Loan Credit Documents; , (ii) any Loan Loan, B/A or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under or emanating from any property owned, leased or operated by Environmental Liability related to the Parent Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers Parent Borrower or any other Loan Party or any of the Borrowers’ or such Loan Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of comparative, contributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan Documentsor, or (y) result from any proceeding that does settlement entered into by any Indemnitee without the Parent Borrower’s written consent, which shall not involve an act be unreasonably withheld or omission by delayed, (y) result from disputes between and among Persons otherwise entitled to indemnification and to which Parent Borrower or any Restricted Subsidiary and of its Subsidiaries is not a party (provided that is brought by an Indemnitee against another Indemnitee this clause (other than y) shall not apply to disputes involving claims against the Administrative Agent or any Agent other agent or arranger in its capacity as such).) or (z) result from a claim brought by the Parent Borrower or any other Credit Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Parent Borrower or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Section Page

Indemnification by the Borrowers. The Each of the Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), ) and each Lender, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its SubsidiariesSubsidiary, or any Environmental Liability related in any way to Parent any Borrower or any of its Subsidiaries; Subsidiary, 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 the Borrowers a Borrower or any other Loan Party or any of the Borrowers’ or such Loan Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by a Borrower or any other Credit Party against an Indemnitee for a material breach of the such Indemnitee’s obligations of hereunder or under any other Loan Document, if a Borrower or such Indemnitee under the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary other Credit Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as suchdetermined by a court of competent jurisdiction. Notwithstanding anything to the contrary in this Section 11.04(b), with respect to any individual claim (or series of related claims), in no event shall the Borrowers be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any reasonably necessary special counsel and up to one local counsel in each applicable jurisdiction, but excluding any in-house counsel) for all Indemnitees collectively, as well as any additional counsel reasonably necessary in the case of any actual or potential conflict of interest identified by the Administrative Agent or by one or more Indemnitees.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Lender, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party Subsidiary thereof arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or 105 Release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Borrowers or any of its their Subsidiaries, or any Environmental Liability related in any way to Parent the Borrowers or any of its their 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditorsGuarantor, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any material Borrower or any Guarantor against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee's obligations hereunder or under the any other Loan DocumentsDocument, if such Borrower or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such Guarantor has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C Issuer, the Agents and their Affiliates and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan a Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or therebythereby (including, without limitation, each Lender’s agreement to make Loans or the use or intended use of the proceeds thereof) or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), including any Indemnitee’s reliance on any document (including this Agreement), amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement executed using an Electronic Signature, or in the form of an Electronic Record, that such Indemnitee reasonably believes is made by the Parent Borrower or any other Credit Party or any other party to this Agreement or any of the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent a Credit Party or any of its SubsidiariesSubsidiary, or any Environmental Liability related in any way to Parent a Credit Party or any of its Subsidiaries; Subsidiary, 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan a Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (Bx) any result from a claim brought by a Credit Party against an Indemnitee for breach in bad faith or a material breach of the such Indemnitee’s obligations hereunder or under any other Loan Document, if such Credit Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of such Indemnitee under the Loan Documents, competent jurisdiction or (y) result from any litigation in which an Indemnitee and one or more Credit Parties are adverse to each other, and in which the Credit Parties prevail on their claims and the Indemnitee does not prevail on its defenses or its counterclaims interposed in such litigation and such Credit Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) arise from any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission by Parent of any Credit Party or any Restricted Subsidiary Affiliate thereof and that is brought by an Indemnitee against another any other Indemnitee (other than disputes involving claims any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent of the Agents in its capacity as such).. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 125

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ such Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or 104 willful misconduct of such Indemnitee or (By) result from a claim brought by any material Borrower or any other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if such Borrower or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such Loan Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any outside counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by the Parent or any of its Subsidiaries, or any Environmental Liability related in any way to the Parent 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee or (B) any for material breach of the such Indemnitee’s obligations hereunder or under any other Loan Document, if such 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 such Indemnitee under the Loan Documentscompetent jurisdiction, or (yz) result from disputes solely between Indemnitees (other than the Arrangers or the Administrative Agent in their capacities as such) and do not arise or result from any proceeding that does not involve an act act, request or omission by Parent any Borrower, any other Loan Party or any Restricted Subsidiary of their respective Affiliates; and provided further, that is brought for any individual claim (or series of related claims) the Borrowers shall not be required to reimburse legal fees, charges and disbursements of more than one counsel (in addition to any reasonably necessary local counsel) for all Indemnitees unless the representation of all Indemnitees by one outside counsel would be inappropriate due to the existence of an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent actual or potential conflict of interest, in its capacity as such)which case the Borrowers shall reimburse the reasonable and documented fees, charges and disbursements of outside counsel to such conflicted Indemnitees.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, the Agents and their Affiliates and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan a Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or therebythereby (including, without limitation, each Lender’s agreement to make Loans or the use or intended use of the proceeds thereof) or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent a Credit Party or any of its SubsidiariesSubsidiary, or any Environmental Liability related in any way to Parent a Credit Party or any of its Subsidiaries; Subsidiary, 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan a Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) any result from a claim brought by a Credit Party against an Indemnitee for breach in bad faith or a material breach of the such Indemnitee’s obligations hereunder or under any other Loan Document, if such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of such Indemnitee under the Loan Documents, competent jurisdiction or (yz) result from any proceeding that litigation in which an Indemnitee and one or more Credit Parties are adverse to each other, and in which the Credit Parties prevail on their claims and the Indemnitee does not involve an act prevail on its defenses or omission its counterclaims interposed in such litigation and such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes, other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C Issuer, the Agents and their Affiliates and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan a Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or therebythereby (including, without limitation, each Lender’s agreement to make Loans or the use or intended use of the proceeds thereof) or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), including any Indemnitee’s reliance on any document (including this Agreement), amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement executed using an Electronic Signature, or in the form of an Electronic Record, that such Indemnitee reasonably believes is made by the Parent Borrower or any other Credit Party or any other party to this Agreement or any of the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent a Credit Party or any of its SubsidiariesSubsidiary, or any Environmental Liability related in any way to Parent a Credit Party or any of its Subsidiaries; Subsidiary, 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan a Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (Bx) any result from a claim brought by a Credit Party against an Indemnitee for breach in bad faith or a material breach of the such Indemnitee’s obligations hereunder or under any other Loan Document, if such Credit Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of such Indemnitee under the Loan Documents, competent jurisdiction or (y) result from any litigation in which an Indemnitee and one or more Credit Parties are adverse to each other, and in which the Credit Parties prevail on their claims and the Indemnitee does not prevail on its defenses or its counterclaims interposed in such litigation and such Credit Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) arise from any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission by Parent of any Credit Party or any Restricted Subsidiary Affiliate thereof and that is brought by an Indemnitee against another any other Indemnitee (other than disputes involving claims any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent of the Agents in its capacity as such).). Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 128

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify and hold harmless the Administrative Agent (and any sub-agent thereof)Agent, each Lender, each Agent and each L/C Issuer, Lender and each Related Party of any of the foregoing Persons (each such Person being called an collectively the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses and related expenses disbursements (including the reasonable and documented out-of-pocket fees, charges and disbursements Attorney Costs) of any counsel for kind or nature whatsoever which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by the Borrowers or any other Loan Party arising out of, of or in connection with, or as a result of with (i) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Credit Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder thereby or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Credit Documents; , (ii) any Commitment or Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased currently or formerly owned or operated by Parent the Company or any of its SubsidiariesSubsidiary, or any Environmental Liability Claim related in any way to Parent the Company or any of its Subsidiaries; Subsidiary, 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 theorytheory (including any investigation of, whether brought by a third party preparation for, or by the Borrowers defense of any pending or any other Loan Party threatened claim, investigation, litigation or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses disbursements (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or such Indemnitee’s material breach of its obligations hereunder or under any other Credit Document or (B) any material breach of dispute solely among Indemnitees, other than any dispute against an Indemnitee in its capacity or in fulfilling its role as the obligations of such Indemnitee Administrative Agent or Arranger or any similar role hereunder or under the Loan Credit Documents, or (y) and other than any proceeding that does not involve an disputes arising out of any act or omission by Parent on the part of the Company or any Restricted Subsidiary and that of its Subsidiaries or Affiliates. No Borrower shall have any reimbursement obligation in respect of any legal or other expenses (including Attorney Costs) incurred in connection with investigating or defending against any of the foregoing if the same is brought due to any event described in clause (A) of the final proviso of the immediately preceding sentence. No Indemnitee shall be liable for any damages arising from the use by an others of any information or other materials obtained through SyndTrak or other similar information transmission systems in connection with this Agreement except to the extent such liabilities resulted from the gross negligence of or willful misconduct of such Indemnitee, nor shall any Indemnitee against another Indemnitee have any liability for any indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages) relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). This Section 9.4(b) shall not apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such).Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 109

Indemnification by the Borrowers. The Borrowers jointly and severally shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C Issuerthe Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, any actual or as prospective claim, litigation, investigation or proceeding relating to arising out of (whether based on contract, tort or any other theory, whether brought by a result third party or by the Borrowers or any other Loan Party or any of any Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto) (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 2.21), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent Parents or any of its their Subsidiaries, or any Environmental Liability related in any way to Parent Parents or any of its Subsidiaries; their 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) any material Indemnitee, the bad faith breach of the obligations of by such Indemnitee of its obligations under the Loan Documents, Documents or disputes among Indemnitees (other than those relating to the any claim against the Borrowers) or (y) result from a claim brought by any proceeding that does not involve an act or omission by Parent Borrower or any Restricted Subsidiary and that is brought by other Loan Party against an Indemnitee against another Indemnitee (for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 2.21(C), this Section 9.04(b) shall not apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemniteecounsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Loan, Letter of Credit or Bankers’ Acceptance or the use or proposed use of the proceeds therefrom (including any refusal by any the L/C Issuer to honor a demand for payment under a Letter of Credit or Bankers’ Acceptance 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent any Borrower or any of its Subsidiaries; Subsidiaries (other than any such presence, alleged presence, release or Environmental Liability resulting solely from acts or omissions by Persons other than any Borrower or any of its Subsidiaries after the Administrative Agent sells the applicable property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure), 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (w) relate to the matters referred to in Sections 3.01, 3.04 or 3.05 (which Sections set forth the sole remedies in respect of the matters set forth therein), (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan DocumentsIndemnitee, or (y) result from a claim brought by any 149 Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such 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 (z) arise out of, or in connection with, any proceeding that does not involve an act or omission by Parent a Borrower or any Restricted Subsidiary and of its Affiliates that is brought by an Indemnitee against another any other Indemnitee (other than disputes involving claims any proceeding against any Agent Indemnitee in its capacity or fulfilling its role as suchthe Administrative Agent, an Arranger, the L/C Issuer or any similar role); provided further that the reimbursement of fees, charges and disbursements of counsel shall be limited to one counsel and one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the Administrative Agent and one counsel and one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the other Indemnitees (and, in the case of a conflict of interest, one additional counsel to all such affected Indemnitees similarly situated, taken as a whole).

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), each LenderArranger, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent B&N or any of its Subsidiaries, or any Environmental Liability related in any way to Parent B&N 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 the Borrowers B&N or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by B&N or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee's obligations hereunder or under the any other Loan DocumentsDocument, if B&N or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such Loan Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify jointly and severally agree to the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C IssuerIssuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers or any other Loan Party Credit Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder thereunder, or 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 Credit Agreement and the other Loan Documents; Credit Documents (including in respect of any matters addressed in Section 3.13), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer Issuing Lender to honor a demand for payment 117 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent a Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent a 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 the Borrowers a Borrower or any other Loan Party or any of the Borrowers’ or such Loan Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by a Borrower or any other Credit Party against an Indemnitee or (B) any for a material breach of the such Indemnitee’s obligations hereunder or under any other Credit Document, in each case if such Borrower or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of such Indemnitee under the Loan Documents, competent jurisdiction or (yz) any proceeding that does result from a claim not involve involving an act or omission by Parent or any Restricted Subsidiary of a Borrower and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any an Arranger or the Administrative Agent in its capacity their capacities as such). Without limiting the provisions of Section 3.13(c), this Section 11.5(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C C-BA Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Loan, Letter of Credit or Bankers’ Acceptance or the use or proposed use of the proceeds therefrom (including any refusal by any the L/C C-BA 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Borrowers or any of its their Restricted Subsidiaries, or any Environmental Liability related in any way to Parent the Borrowers or any of its their Restricted 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and 117 nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Borrowers or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such other Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Credit Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by 125 any material Borrower or any other Credit Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the Loan Documentsany other Credit Document, if such Borrower or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such Credit Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent Agents (and any sub-agent thereof), the Syndication Agent, the Arrangers, each Lender, each Agent and each L/C Issuer, Issuer and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 at, on, under on or emanating from any property owned, leased currently or formerly owned or operated by Parent any Borrower or any of its Restricted Subsidiaries, or any other Environmental Claim or Environmental Liability related in any way to Parent any Borrower or any of its Subsidiaries; Restricted Subsidiary, 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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by any Loan Party against an Indemnitee for a material breach of the such Indemnitee’s obligations of hereunder or under any other Loan Document, if such Indemnitee under the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent non-appealable judgment in its capacity favor on such claim as such).determined by a court of competent jurisdiction. 135

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C the Letter of Credit Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers or any Borrowers), other Loan Party than such 119 Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlywithout limitation, the administration of this Agreement and the other Loan Documents; Credit Facility), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C the Letter of Credit 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 at, on, under on or emanating from any property owned, leased owned or operated by Parent or any of its SubsidiariesBorrower, or any Environmental Liability Claim related in any way to Parent or any of its Subsidiaries; or Borrower, (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 the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directorsBorrower, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Credit Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence negligence, fraud or willful misconduct of such Indemnitee or (B) from any material breach of dispute between or among the obligations of such Indemnitee under the Loan Documents, Indemnitees and not involving a Borrower or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary and that is result from a claim brought by any Borrower against an Indemnitee against another Indemnitee (for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 12.5(b) shall not apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, liabilities and related expenses arising from any non-Tax claim.

Indemnification by the Borrowers. The Subject to Section 10.09, each of the Borrowers shall indemnify the Administrative each Agent (and any sub-agent thereof), each Lender, each Agent the Swing Line Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers such Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent Agents (and any sub-agent thereof) and its their respective Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent such Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent such 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 the Borrowers such Borrower or any other Loan Party or any of the Borrowers’ such Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee (or (Bthe gross negligence or willful misconduct of its officers, directors, employees, agents, advisors or other representatives) any material breach of the obligations of such Indemnitee under the Loan Documents, or (y) result from a claim brought by such Borrower or any proceeding that does not involve an act other Loan Party against such Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or omission under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Anything contained herein to the contrary notwithstanding, (1) the liability of the European Borrower under this Section 11.04(b) shall be subject to Section 2.07(gh), and (2) the European Borrower shall have no liability under this Section 11.04(b) solely as a result of acts or omissions of or property or assets (other than interests in Foreign Subsidiaries) owned or operated by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent in its capacity as such)the US Subsidiaries.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Company or any of its Subsidiaries, or any Environmental Liability related in any way to Parent the Company 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 the Borrowers Company or any other Loan Party or any of the Borrowers’ Company’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Company or any other Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the obligations of Company or such Indemnitee under the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Subject to Section 10.09, each of the Borrowers shall indemnify the Administrative each Agent (and any sub-agent thereof), each Lender, each Agent the Swing Line Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers such Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent Agents (and any sub-agent thereof) and its their respective Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent such Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent such 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 the Borrowers such Borrower or any other Loan Party or any of the Borrowers’ such Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee (or (Bthe gross negligence or willful misconduct of its officers, directors, employees, agents, advisors or other representatives) any material breach of the obligations of such Indemnitee under the Loan Documents, or (y) result from a claim brought by such Borrower or any proceeding that does not involve an act other Loan Party against such Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or omission under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Anything contained herein to the contrary notwithstanding, (1) the liability of the European Borrower under this Section 11.04(b) shall be subject to Section 2.07(h), and (2) the European Borrower shall have no liability under this Section 11.04(b) solely as a result of acts or omissions of or property or assets (other than interests in Foreign Subsidiaries) owned or operated by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent in its capacity as such)the US Subsidiaries.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Party arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding or any preparation of defense in connection therewith relating to (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , or (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent any Borrower or any of its Subsidiaries; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, in each instance whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee (or such Indemnitee shall expressly admit that such conduct was grossly negligent or constituted willful misconduct on its part in a written pleading by such Indemnitee in a proceeding (B1) any material breach in which such Indemnitee appears and actively participates as a party of record and in which the characterization of the obligations applicable conduct of such Indemnitee under as grossly negligent or constituting willful misconduct is actively litigated against such Indemnitee and (2) before a court having jurisdiction over the Loan Documents, subject matter and the parties) or (y) result from a claim brought by any proceeding that does not involve an act or omission by Parent of the Borrowers or any Restricted Subsidiary and that is brought by other Loan Party against an Indemnitee against another Indemnitee (for breach in bad faith of such Indemnitee's obligations hereunder or under any other than disputes involving claims against any Agent Loan Document, if such Borrower or such other Loan Party has obtained a final and nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers Company and each Borrower (jointly and severally) shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Company or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the applicable 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent the Company, any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent the Company, 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 the Borrowers Company or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Company or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such other Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall Borrowers, jointly and severally, agree to indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers a Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent a Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent a 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 the Borrowers a Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by a Borrower or any material other Loan Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under the any other Loan DocumentsDocument, if such Borrower or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such Loan Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Agents and each L/C Issuer, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable out-of-pocket expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of one counsel (as well as one regulatory counsel and one local counsel in each applicable jurisdiction and, in the event of any actual conflict of interest, one additional counsel for any Indemniteeof each type to the affected parties)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party the Guarantor or their respective Subsidiaries arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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); therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under Substances on or emanating from any property owned, leased owned or operated by Parent the Guarantor, any Borrower or any of its their Subsidiaries, or any Environmental Liability related in any way to Parent the Guarantor, any Borrower or any of its their 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 the Borrowers Guarantor, any Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, Subsidiary and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent in its capacity as such)Indemnitee.

Indemnification by the Borrowers. The Borrowers shall indemnify the Each Borrower shall, and does hereby indemnify, each Administrative Agent (and any sub-agent thereof), each Lender, each Agent Swingline Lender and each L/C IssuerIssuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Loan Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the any Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Credit Documents; , (ii) any Loan Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer an Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); , (iii) any actual or alleged presence or Release release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent 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 the Borrowers Company or any other Loan Party or any of the Borrowers’ or such Loan Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by the Company or any material other Credit Party against an Indemnitee for breach of the obligations in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Credit Document, if the Loan Documents, Company or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary such other Credit Party has obtained a final and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent nonappealable judgment in its capacity favor on such claim as such)determined by a court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Collateral Agent (and any sub-agent thereof), the Administrative Agent (and any sub-agent thereof), each Lender, each Agent Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers either Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Collateral Agent (and any sub-agent thereof), the Administrative Agent (and any sub-agent thereof) and its their respective Related Parties only, the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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 release of Hazardous Materials at, on, under on or emanating from any property owned, leased owned or operated by Parent either or both Borrowers or any of its their respective Subsidiaries, or any Environmental Liability related in any way to Parent either or both Borrowers or any of its their respective 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 either or both of the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, 113 WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (By) result from a claim brought by either or both of the Borrowers 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 either or both of the obligations Borrowers or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of such Indemnitee under the Loan Documents, or (ycompetent jurisdiction. This Section 10.04(b) any proceeding that does shall not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (apply with respect to Taxes other than disputes involving claims against any Agent in its capacity as such)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.