Common use of Indemnification by the Obligors Clause in Contracts

Indemnification by the Obligors. Each Obligor shall indemnify each Secured Creditor and each Related Party (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 fees, charges and disbursements of one counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of this Agreement, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor 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 the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by an Obligor against an Indemnitee for material breach of such Indemnitee’s obligations hereunder, if such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 (x1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y2) result from a claim brought by an Obligor against an such Indemnitee for material breach of such Indemnitee’s obligations hereunderunder this Agreement or the other Debt Documents, if such Obligor there has obtained been a final and nonappealable judgment in its favor against such Indemnitee on such claim as determined by a court of competent jurisdictionjurisdiction or (3) result from a claim arising as a result of a dispute between Indemnitees (other than (x) any dispute involving claims against the Revolving Administrative Agent, in its capacity as such, and (y) claims arising out of any act or omission by the Borrower or its Affiliates). Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, or in connection with, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable out-of-pocket fees, charges and disbursements of one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 the bad faithfraud, willful misconduct or gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by an Obligor against an Indemnitee for material breach of such Indemnitee’s obligations hereunder. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, if such indirect, consequential or punitive damages arising out of, in connection with, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Borrower or any other Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court under the preceding provisions of competent jurisdictionthis subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) 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 one outside counsel for the all Indemnitees (together with and, if reasonably necessary, of one local counsel in each any relevant jurisdictionjurisdiction for all Indemnitees) andunless, after notice to KCMHin the reasonable opinion of an Indemnitee, representation of more than one all Indemnitees by such counsel would be inappropriate due to the extent any Indemnitee reasonably determines that there is existence of an actual or potential conflict of interest requiring the employment of separate counselinterest)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, theory and whether brought by the Borrower, any Indemnitee or a third party or by any Obligor party, and regardless of whether any Indemnitee is a party thereto, provided, ; provided that such indemnity shall not, not as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y2) result from a claim brought by an Obligor against an such Indemnitee for material breach of such Indemnitee’s obligations hereunderunder this Agreement or the other Loan Documents, if such Obligor there has obtained been a final and nonappealable judgment in its favor against such Indemnitee on such claim as determined by a court of competent jurisdictionjurisdiction or (3) result from a claim arising as a result of a dispute between Indemnitees (other than (x) any dispute involving claims against the Revolving Administrative Agent, the Collateral Agent or any Financing Agent, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by any Obligor or its Affiliates). Notwithstanding the foregoing, it is understood and agreed that indemnification for Taxes (as defined in the Revolving Credit Agreement) is subject to the provisions of Section 2.14 of the Revolving Credit Agreement and analogous provisions, if any, in Designated Indebtedness Documents. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor, provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict (other than the allocated costs of interest requiring the employment of separate internal counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, theory and whether brought by the Borrower, any Indemnitee or a third party or by any Obligor party, and regardless of whether any Indemnitee is a party thereto, provided, ; provided that such indemnity shall not, 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 the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by an Obligor against an Indemnitee for material breach of such Indemnitee’s obligations hereunder. Notwithstanding the foregoing, it is understood and agreed that indemnification for Taxes (as defined in the Revolving Credit Agreement) is subject to the provisions of Section 2.14 of the Revolving Credit Agreement and analogous provisions, if any, in Designated Indebtedness Documents. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such Obligor has obtained damages incurred or paid by an Indemnitee to a final and nonappealable judgment third party)) arising out of, in its favor on such claim connection with, or as determined a result of, this Agreement asserted by a court an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of competent jurisdictionthe Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 (x1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or Indemnitee., (y2) result from a claim brought by an Obligor against an such Indemnitee for material breach of such Indemnitee’s obligations hereunderunder this Agreement or the other Loan Documents, if such Obligor there has obtained been a final and nonappealable judgment in its favor against such Indemnitee on such claim as determined by a court of competent jurisdictionjurisdiction or (3) result from a claim arising as a result of a dispute between Indemnitees (other than (x) any dispute involving claims against the Administrative Agent and/or the Collateral Agent, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by the Borrower or its Affiliates). Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, or in connection with, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, theory and whether brought by the Borrower, any Indemnitee or a third party or by any Obligor party, 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 the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by an Obligor against an Indemnitee for material breach of such Indemnitee’s obligations hereunder. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, if such Obligor has obtained a final and nonappealable judgment indirect, consequential or punitive damages arising out of, in its favor on such claim as determined connection with, this Agreement asserted by a court an Indemnitee against the Borrower or any other Obligor, provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of competent jurisdictionthe Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) 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 one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict (other than the allocated costs of interest requiring the employment of separate internal counsel)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, or (ii) any actual or prospective claim, litigation, investigation 55 or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory, theory and whether brought by the Borrower, any Indemnitee or a third party or by any Obligor party, and regardless of whether any Indemnitee is a party thereto, provided, ; provided that such indemnity shall not, 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 (x) the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by an Obligor against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunderhereunder or under any other Revolving Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). Notwithstanding the foregoing, it is understood and agreed that indemnification for Taxes (as defined in the Revolving Credit Agreement) is subject to the provisions of Section 2.15 of the Revolving Credit Agreement and analogous provisions, if any, in Designated Indebtedness Documents. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such Obligor has obtained damages incurred or paid by an Indemnitee to a final and nonappealable judgment third party)) arising out of, in its favor on such claim connection with, or as determined a result of, this Agreement asserted by a court an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of competent jurisdictionthe Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict (other than the allocated costs of interest requiring the employment of separate internal counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, theory and whether brought by the Borrower, any Indemnitee or a third party or by any Obligor party, and regardless of whether any Indemnitee is a party thereto, provided, ; provided that such indemnity shall not, 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 the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by an Obligor against an Indemnitee for material breach of such Indemnitee’s obligations hereunder. Notwithstanding the foregoing, it is understood and agreed that indemnification for Taxes (as defined in the Revolving Credit Agreement) is subject to the provisions of Section 2.14 of the Revolving Credit Agreement and analogous provisions, if any, in Designated Indebtedness Documents. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such Obligor has obtained damages incurred or paid by an Indemnitee to a final and nonappealable judgment third party)) arising out of, in its favor on such claim connection with, or as determined a result of, this Agreement asserted by a court an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of competent jurisdiction.the Borrower under the preceding provisions of this subsection. 10.05

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, theory and whether brought by the Borrower, any Indemnitee or a third party or by any Obligor party, 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 the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by an Obligor against an Indemnitee for material breach of such Indemnitee’s . Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor, provided that the foregoing limitation shall not be deemed to impair or affect the obligations hereunder, if such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionthe Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, actions, judgments, suits, costs, expenses and related expenses disbursements of any kind or nature whatsoever (including the fees, charges reasonable and documented out-of-pocket fees and disbursements of one outside counsel for the all Indemnitees (together with and, if reasonably necessary, of one local counsel in each any relevant jurisdictionjurisdiction for all Indemnitees) andunless, after notice to KCMHin the reasonable opinion of an Indemnitee, representation of more than one all Indemnitees by such counsel would be inappropriate due to the extent any Indemnitee reasonably determines that there is existence of an actual or potential conflict of interest requiring the employment of separate counselinterest) (collectively, “Losses”), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 lossesLosses, claims, damages, liabilities or related expenses are (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faithfraud, willful misconduct or gross negligence or willful misconduct of such Indemnitee or its Related Parties, (yB) result from a the settlement of any such claim, litigation, investigation or other proceedings described in clause (ii) above unless the Borrower has consented to such settlement (which consent shall not be unreasonably withheld or delayed (provided that nothing in this clause (B) shall restrict the right of any person to settle any claim brought for which it has waived its right of indemnity by the Borrower) or (C) result from disputes solely among Indemnitees and not involving any act or omission of an Obligor or any of Affiliate thereof (other than any dispute against the Administrative Agent or any Financing Agent in its capacity as such). Notwithstanding the foregoing, it is understood and agreed that indemnification for Taxes is subject to the provisions of Section 2.16 of the Credit Agreement and analogous provisions, if any, in Designated Indebtedness Documents. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive Losses arising out of, in connection with, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Borrower or any other Obligor against an Indemnitee for material breach under the preceding provisions of such Indemnitee’s obligations hereunder, if such Obligor has obtained a final and nonappealable judgment this subsection with respect to Losses not expressly described in its favor on such claim as determined by a court of competent jurisdictionthe foregoing limitation.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable documented and out-of-pocket fees, charges and disbursements of one counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict (other than the allocated costs of interest requiring the employment of separate internal counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 (x1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faithfraud, willful misconduct or gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y2) result from a claim brought by an Obligor against an such Indemnitee for a material breach of such Indemnitee’s obligations hereunderunder this Agreement or the other Loan Documents, if such Obligor there has obtained been a final and nonappealable judgment in its favor against such Indemnitee on such claim as determined by a court of competent jurisdictionjurisdiction or (3) result from a claim arising as a result of a dispute between Indemnitees (other than (x) any dispute involving claims against the Revolving Administrative Agent, in each case in its capacity as such, and (y) claims arising out of any act or omission by the Borrower or its Affiliates); provided, further, that the Obligors’ obligation to reimburse or cause to be reimbursed legal fees of any Indemnitee shall be limited to the reasonable, documented and out-of-pocket fees, costs and expenses of one primary outside counsel for all Indemnitees and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnitees and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction to the affected Indemnitees. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, or in connection with, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Obligors under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 that (x1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y2) result from a claim brought by an Obligor against an such Indemnitee for material breach of such Indemnitee’s obligations hereunderunder this Agreement or the other Loan Documents, if such Obligor there has obtained been a final and nonappealable judgment in its favor against such Indemnitee on such claim as determined by a court of competent jurisdictionjurisdiction or (3) result from a claim arising as a result of a dispute between Indemnitees (other than (x) any dispute involving claims against the Administrative Agent, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by the Borrower or its Affiliates). Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, or in connection with, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) 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 one any outside counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 (x) the bad faith, fraud, willful misconduct or gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by an the Borrower or any Obligor against an such Indemnitee for material breach of such Indemnitee’s obligations hereunderunder this Agreement or the other Debt Documents, if the Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.jurisdiction or (z) a claim arising as a result of a dispute between Indemnitees (other than claims arising out of any act or omission by the Borrower or its Affiliates). In addition, no Indemnitee shall be entitled to indemnification under this paragraph for any loss, claim, damage, liability or expense arising out of the execution and delivery of this Agreement in violation of an agreement to which such Indemnitee is a party, or law to which such Indemnitee is subject, nor be entitled to reimbursement for expenses in connection with the execution and delivery of this Agreement in excess of the limitations previously agreed in writing referred to in Section 9.03(a) of the Credit Agreement. Guarantee and Security Agreement

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by an Obligor against an Indemnitee for material breach of such Indemnitee’s obligations hereunder. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, if such Obligor has obtained a final and nonappealable judgment indirect, consequential or punitive damages arising out of, in its favor on such claim as determined connection with, this Agreement asserted by a court an Indemnitee against the Borrower or any other Obligor, provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of competent jurisdictionthe Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 (x) the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by an the Borrower or any Obligor against an such Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunderunder this Agreement or the other Debt Documents, if the Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor, provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) 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 one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 that (x1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y2) result from a claim brought by an Obligor against an such Indemnitee for material breach of such Indemnitee’s obligations hereunderunder this Agreement or the other Loan Documents, if such Obligor there has obtained been a final and nonappealable judgment in its favor against such Indemnitee on such claim as determined by a court of competent jurisdictionjurisdiction or (3) result from a claim arising as a result of a dispute between Indemnitees (other than (x) any dispute involving claims against the Administrative Agent, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by the Borrower or its Affiliates). Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, or in connection with, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) 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 one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 the bad faithfraud, willful misconduct or gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by an Obligor against an Indemnitee for material breach of such Indemnitee’s obligations hereunder. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, if such indirect, consequential or punitive damages arising out of, in connection with, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Borrower or any other Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court under the preceding provisions of competent jurisdictionthis subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) 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 one any outside counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, Guarantee and Security Agreement the performance by the parties hereto of their respective obligations hereunder or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 (x) the bad faith, fraud, willful misconduct or gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by an the Borrower or any Obligor against an such Indemnitee for material breach of such Indemnitee’s obligations hereunderunder this Agreement or the other Debt Documents, if the Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction or (z) a claim arising as a result of a dispute between Indemnitees (other than claims arising out of any act or omission by the Borrower or its Affiliates). In addition, no Indemnitee shall be entitled to indemnification under this paragraph for any loss, claim, damage, liability or expense arising out of the execution and delivery of this Agreement in violation of an agreement to which such Indemnitee is a party, or law to which such Indemnitee is subject, nor be entitled to reimbursement for expenses in connection with the execution and delivery of this Agreement in excess of the limitations previously agreed in writing referred to in Section 9.03(a) of the Credit Agreement. Each Indemnitee agrees to notify the Obligors as promptly as practicable after the assertion against it of any claim for which it intends to seek indemnity under this paragraph, provided that failure of any Indemnitee to provide such notice shall not affect its right to be indemnified pursuant to this paragraph. So long as no Event of Default has occurred and is continuing, the Obligors will be entitled to participate in any claim, action, litigation, investigation or proceeding (collectively, “Proceedings”) and, to the extent that they may, in accordance with this section, elect by written notice delivered to the Indemnitee, to assume the defense thereof with counsel reasonably satisfactory to such Indemnitee; provided that if the defendants in any such Proceedings include both the Indemnitee and any Obligor (or its Affiliates) and the Indemnitee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Borrower, the Indemnitee shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceedings on behalf of such Indemnitee. Upon receipt of notice from the Obligors to any Indemnitee of their election, to the extent the Obligors are permitted to do so in accordance with the foregoing, to assume the defense of such Proceedings, and upon approval (not to be unreasonably withheld or delayed) by the Indemnitee of counsel proposed by the Obligors, the Obligors will not be liable to such Indemnitee for expenses incurred by the Indemnitee in connection with the defense thereof (other than reasonable and documented costs of investigation) unless (i) the Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding paragraph (it being understood, however that, subject to the foregoing, the Obligors shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel), approved by the relevant Indemnitee, representing the Indemnitees who are parties to such Proceedings), (ii) the Obligors shall not have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after notice of commencement of the Proceedings or (iii) the Obligors have authorized in writing the employment of counsel for the Indemnitee. No Obligor shall be liable for any settlement of any Proceedings effected without its prior written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff or claimant in any such Proceedings, the Obligors agree to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the provisions of this section. Notwithstanding the immediately preceding sentence, the Obligors shall be liable for any settlement of any Proceedings effected without their written consent if (i) an Indemnitee shall have requested the Obligors to reimburse such Indemnitee for legal or other expenses in connection with investigating, responding to or defending such Proceedings as provided by this section, (ii) such settlement is entered into more than sixty (60) days after receipt by the Obligors of such request for reimbursement and (iii) the Obligors shall not have reimbursed such Indemnitee in accordance with such request and this section prior to the date of such settlement. The Obligors shall not, without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnitee unless such settlement (x) includes an unconditional release of such Indemnitee in form and substance satisfactory to such Indemnitee from all liability on claims that are the subject matter of such Proceedings and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnitee. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor, provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented and out-of-pocket fees, charges and disbursements of one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 that (x1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y2) result from a claim brought by an Obligor against an such Indemnitee for material breach of such Indemnitee’s obligations hereunderunder this Agreement or the other Loan Documents, if such Obligor there has obtained been a final and nonappealable judgment in its favor against such Indemnitee on such claim as determined by a court of competent jurisdictionjurisdiction or (3) result from a claim arising as a result of a dispute between Indemnitees (other than (x) any dispute involving claims against the Administrative Agent, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by the Borrower or its Affiliates). Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, or in connection with, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including reasonable and documented out-of-pocket expenses, limited to the reasonable and documented fees, charges and disbursements of one outside counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, in the case of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring where the employment Indemnitee affected by such conflict informs the Obligors of separate such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitees collectively) for the Indemnitees collectively (and if reasonably necessary, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and, in the case of an actual or potential conflict of interest where the Indemnitee affected by such conflict informs the Obligors of such conflict and thereafter retains its own counsel, of another primary firm of counsel for such affected Indemnitee (and if reasonably necessary, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, (ii) the performance by the parties hereto of their respective obligations hereunder or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 (i) the bad faithfraud, willful misconduct or gross negligence or willful misconduct of such Indemnitee or any Indemnitee, (yii) result from a claim brought by an Obligor against an any Indemnitee for a material breach of such Indemnitee’s obligations hereunderunder this Agreement or the other Loan Documents, if such Obligor there has obtained been a final and nonappealable judgment in its favor against such Indemnitee on such claim as determined by a court of competent jurisdictionjurisdiction or (iii) a claim arising as a result of a dispute between Indemnitees (other than (x) any dispute involving claims against the Collateral Agent or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by the Obligors or their Affiliates). Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor, provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, or (ii) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inequity) relating to any of the foregoing, whether based on contract, tort or any other theory, theory and whether brought by the Borrower, any Indemnitee or a third party or by any Obligor party, 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 the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by an Obligor against an Indemnitee for material breach of such Indemnitee’s obligations hereunder. Notwithstanding the foregoing, it is understood and agreed that indemnification for Taxes (as defined in the Revolving Credit Agreement) is subject to the provisions of Section 2.14 of the Revolving Credit Agreement and analogous provisions, if any, in Designated Indebtedness Documents. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such Obligor has obtained damages incurred or paid by an Indemnitee to a final and nonappealable judgment third party)) arising out of, in its favor on such claim connection with, or as determined a result of, this Agreement asserted by a court an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of competent jurisdictionthe Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) 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 one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict (other than the allocated costs of interest requiring the employment of separate internal counsel)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, or (ii) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory, theory and whether brought by the Borrower, any Indemnitee or a third party or by any Obligor party, and regardless of whether any Indemnitee is a party thereto, provided, ; provided that such indemnity shall not, 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 (x) the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by an Obligor against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunderhereunder or under any other Revolving Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). Notwithstanding the foregoing, it is understood and agreed that indemnification for Taxes (as defined in the Revolving Credit Agreement) is subject to the provisions of Section 2.15 of the Revolving Credit Agreement and analogous provisions, if any, in Designated Indebtedness Documents. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such Obligor has obtained damages incurred or paid by an Indemnitee to a final and nonappealable judgment third party)) arising out of, in its favor on such claim connection with, or as determined a result of, this Agreement asserted by a court an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of competent jurisdictionthe Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict (other than the allocated costs of interest requiring the employment of separate internal counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, or (ii) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inequity) relating to any of the foregoing, whether based on contract, tort or any other theory, theory and whether brought by the Borrower, any Indemnitee or a third party or by any Obligor party, and regardless of whether any Indemnitee is a party thereto, provided, ; provided that such indemnity shall not, 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 the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by an Obligor against an Indemnitee for material breach of such Indemnitee’s . Notwithstanding the foregoing, it is understood and agreed that indemnification for Taxes (as defined in the Revolving Credit Agreement) is subject to the provisions of Section 2.14 of the Revolving Credit Agreement. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations hereunder, if such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionthe Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Borrower, and with respect to the items described in clause (iii), below, MRMI, shall indemnify each Secured Creditor the Lender and each Related Party thereof (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, actual out-of-pocket damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counselIndemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, of (i) the execution or delivery of this Agreement, includingany other Loan Document or any agreement or instrument contemplated hereby or thereby, without limitationthe performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, enforcement (ii) any Loan or the use or proposed use of this Agreementthe proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Claim or Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any 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 judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee any Indemnitee. This Section 13.02(b) shall not apply to any Taxes, other than Taxes that represent losses, claims, damages or (y) result from liabilities with respect to a claim brought by an Obligor against an Indemnitee for material breach of such Indemnitee’s obligations hereunder, if such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.non-Tax claim. DELAYED DRAW TERM LOAN CREDIT AGREEMENT

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) 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 one counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 that (x1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faithfraud, willful misconduct or gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y2) result from a claim brought by an Obligor against an such Indemnitee for material breach of such Indemnitee’s obligations hereunderunder this Agreement or the other Loan Documents, if such Obligor there has obtained been a final and nonappealable judgment in its favor against such Indemnitee on such claim as determined by a court of competent jurisdictionjurisdiction or (3) result from a claim arising as a result of a dispute between Indemnitees (other than (x) any dispute involving claims against the Administrative Agent, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by the Borrower or its Affiliates); provided, further, that the Obligors’ obligation to reimburse or cause to be reimbursed legal fees of any Indemnitee shall be limited to the reasonable, documented and out-of-pocket fees, costs and expenses of one primary outside counsel for the Collateral Agent and one primary outside counsel for all other Indemnitees and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnitees and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction to the affected Indemnitees. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, or in connection with, this Agreement asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Borrower under the preceding provisions of this subsection.

Indemnification by the Obligors. Each Obligor The Obligors shall indemnify each Secured Creditor and each Related Party (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of one any counsel for the Indemnitees (together with one local counsel in each relevant jurisdiction) and, after notice to KCMH, of more than one such counsel to the extent any Indemnitee reasonably determines that there is an actual conflict of interest requiring the employment of separate counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a result of, this Agreement, including, without limitation, enforcement of (i) the execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor theory 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 the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by an Obligor against an Indemnitee for material breach of such Indemnitee’s obligations hereunder. Neither the Borrower nor any Obligor shall be liable to any Indemnitee for any special, if such Obligor has obtained a final and nonappealable judgment indirect, consequential or punitive damages arising out of, or in its favor on such claim as determined connection with, this Agreement asserted by a court an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of competent jurisdictionthe Borrower under the preceding provisions of this subsection.