Common use of The U Clause in Contracts

The U. S. Borrower agrees to indemnify the Agents, each Issuing Bank, each Lender, each Ancillary Lender and each of their respective directors, trustees, officers, employees and agents (each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not 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 result primarily from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

The U. S. Borrower agrees to indemnify the Agents, each Issuing Bank, each Lender, each Ancillary Lender and each of their respective directors, trustees, officers, employees and agents (each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not 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 result primarily from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to Holdings, Intermediate Holdings, 133 the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

The U. S. Borrower agrees to indemnify the Agents, each Issuing Bank, each Lender, each Ancillary Lender and each of their respective directors, trustees, officers, employees and agents (each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions 160 contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not 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 result primarily are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of, or material breach of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim Liability related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

The U. S. Borrower agrees to shall indemnify the AgentsAdministrative Agent, the Multicurrency Administrative Agent, each Issuing Bank, Bank and each Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or any other the Loan Document Documents or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions, the Original Transactions, the First Amendment Transactions and the or any other transactions contemplated hereby, by the Original Credit Agreement or by the Existing Credit Agreement, (ii) any Loan or Letter of Credit or the use of the proceeds of the Loans or the use of therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of their Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the failure of the Borrowers to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by the Borrowers for Taxes pursuant to Section 2.17, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory 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 result primarily from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damagespenalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or Indemnitee. This Section 9.03(b) (except for clause (iv) above) shall not apply with respect to Taxes other than any of its Related PartiesTaxes that represent losses, claims, damages etc. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of arising from any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefornon-Tax claim.

The U. S. Borrower agrees to shall indemnify the Agentseach Agent, each Issuing Bank, each Bank and Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all liabilities, Taxes, obligations, losses, claims, damages, liabilities and related expensespenalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it, including the reasonable counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto and thereto of their respective obligations thereunder hereunder or the consummation of the Transactions and the or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds of therefrom (including any refusal by the Loans or the use of any Issuing Bank to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the U.S. Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the U.S. 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 not any other theory and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as or in any other way relating to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result primarily from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to Holdings, Intermediate Holdings, the U.S. Borrower this Agreement or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property other Loan Document or any property owned, leased action taken or operated omitted by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower it under this Agreement or any of the Subsidiaries, other Loan Document; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand thereforIndemnitee.

The U. S. Borrower agrees to indemnify indemnify, holdSECTION 11.4 harmless and defend the Agents, each Issuing BankAdministrative Agent, each Lender, each Ancillary Lender L/C Issuer and each of their respective directors, trustees, officers, employees and agents Related Persons (each such person Person being called an "“Indemnitee"”) against, from and to hold each Indemnitee harmless from, any and against all losses, disputes, claims, damages, and liabilities and related expensesof any kind (including, including reasonable counsel feeswithout limitation, charges and disbursementsany Environmental Liabilities) which may be incurred by, incurred by or asserted against against, any such Indemnitee arising out of, in any way connected with, or as a result of connection with (i) any Loan Document, any Loan (or the execution or delivery repayment thereof), any Letter of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or therebyCredit, the performance by the parties hereto and thereto of their respective obligations thereunder use or the consummation of the Transactions and the other transactions contemplated hereby, (ii) the intended use of the proceeds of the Loans any Loan or the use of any Letter of Credit or the Transactions, (ii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, relating to any of the foregoing or (iii) any claimother act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the U.S. Borrower shall not have any liability under this Section 11.4 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability (1) has resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Persons, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (2) has resulted from a material breach of any obligations of such Indemnitee under any Loan Document by such Indemnitee or its Related Persons as determined by a court of competent jurisdiction in a final non-appealable judgment or order or (3) arises out of any litigation, investigation or proceeding relating to any of the foregoing, whether or not 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 result primarily from the gross negligence or wilful misconduct of brought by such Indemnitee against another Indemnitee (treatingother than any litigation, for this purpose only, any investigation or proceeding that is brought by or against the Administrative Agent, any Issuing BankL/C Issuer or the Lead Arranger, acting in its capacity as such) that does not involve any Lender, any Ancillary Lender and any act or omission of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of its Subsidiaries; provided, further that, in the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release case of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor legal fees and expenses of Holdings, Intermediate Holdingsthe Indemnitees, the U.S. Borrower or shall not have any liability for the reimbursement of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.165 [[5628733]]

The U. S. Borrower agrees to shall indemnify the AgentsAdministrative Agent (and any sub-agent thereof), each U.S. Lender and the U.S. Issuing Bank, each Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an "a “U.S. Indemnitee"”) against, and to hold each U.S. Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, expenses (including reasonable counsel the fees, charges and disbursementsdisbursements of any outside counsel for any U.S. Indemnitee), incurred by any U.S. Indemnitee or asserted against any U.S. Indemnitee by any third party or by any Borrower or any of its Subsidiaries arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds of the Loans or the use of therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to 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 not any other theory, whether brought by a third party or by any Borrower or any of its Subsidiaries, and regardless of whether any U.S. Indemnitee is a party thereto, provided that such indemnity shall not, as to any U.S. Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result primarily from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (Ax) any Environmental Claim related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such U.S. Indemnitee or (y) result from a claim brought by any Borrower or any of its Related Parties. The provisions Subsidiaries against a U.S. Indemnitee for breach in bad faith of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity such U.S. Indemnitee’s obligations hereunder or unenforceability of any term or provision of this Agreement or under any other Loan Document, if such Borrower or any investigation made such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by or on behalf a court of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand thereforcompetent jurisdiction.

The U. S. Borrower agrees to shall indemnify the AgentsAdministrative Agent, the Arrangers, each Issuing Bank, Bank and each Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses (limited, in the case of legal expenses, including to the reasonable counsel and documented fees, charges and disbursementsdisbursements of a single counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each group of similarly affected Indemnitees in the event of a conflict of interest)), incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution execution, enforcement or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto and thereto of their respective obligations thereunder hereunder or the consummation of the Transactions and the or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds of the Loans or the use of therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged Release of Hazardous Materials at, on, under or from any property owned or operated by the U.S. Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the U.S. 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 not any other theory and regardless of whether any Indemnitee is a party theretothereto and whether brought by Holdings, a Borrower, their equityholders or any third party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result primarily from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (Ax) any Environmental Claim related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or any of its Related PartiesParties of (y) resulted from any dispute solely among Indemnitees (other than any dispute involving claims against the Administrative Agent or any Arranger, in each case in its capacity as such) and not arising out of any act or omission of the Borrowers or any of their Affiliates. The provisions Borrowers shall not be liable for any settlement if such settlement was effected without their consent (which consent shall not be unreasonably withheld), but if settled with their written consent, the indemnification obligations of the Borrowers under this Section 9.05 9.03(b) shall remain operative and apply in full force and respect thereof. The Borrowers shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld or delayed), effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnitee unless (a) such settlement includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability on claims that are the Obligations, the invalidity or unenforceability subject matter of such proceedings and (b) does not include any term or provision of this Agreement statement as to or any other Loan Document117 admission of fault, culpability or any investigation made a failure to act by or on behalf of any Agent, any Issuing Bank, any Lender Indemnitee or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand thereforinjunctive relief or other non-monetary remedy.

The U. S. Borrower agrees to shall indemnify each of the AgentsAdministrative Agent, each the Issuing Bank, each Lender, each Ancillary the Swingline Lender and the Lenders, and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and related expensespenalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it, including the reasonable counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto and thereto of their respective obligations thereunder hereunder or the consummation of the Transactions and the or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds of therefrom (including any refusal by the Loans or the use of any Issuing Bank to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the U.S. Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the U.S. 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 not any other theory and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as or in any other way relating to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result primarily from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to Holdings, Intermediate Holdings, the U.S. Borrower this Agreement or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property other Loan Document or any property owned, leased action taken or operated omitted by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower it under this Agreement or any of the Subsidiaries, other Loan Document; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The Persons or the material breach by such Indemnitee of the provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of Loan Document with any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand thereforParty.

The U. S. Borrower agrees to shall indemnify the AgentsAdministrative Agent (and any sub-agent thereof), each U.S. Lender and the U.S. Issuing Bank, each Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an "a “U.S. Indemnitee"”) against, and to hold each U.S. Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, expenses (including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any U.S. Indemnitee), and shall indemnify and hold harmless each U.S. Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any U.S. Indemnitee, incurred by any U.S. Indemnitee or asserted against any U.S. Indemnitee by any third party or by any Borrower or any of its Subsidiaries arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds of the Loans or the use of therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to 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 not any other theory, whether brought by a third party or by any Borrower or any of its Subsidiaries, and regardless of whether any U.S. Indemnitee is a party thereto, provided that such indemnity shall not, as to any U.S. Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result primarily from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (Ax) any Environmental Claim related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such U.S. Indemnitee or (y) result from a claim brought by any Borrower or any of its Related Parties. The provisions Subsidiaries against a U.S. Indemnitee for breach in bad faith of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity such U.S. Indemnitee’s obligations hereunder or unenforceability of any term or provision of this Agreement or under any other Loan Document, if such Borrower or any investigation made such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by or on behalf a court of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand thereforcompetent jurisdiction.

The U. S. Borrower agrees to shall indemnify the AgentsAdministrative Agent, the Arrangers, each Issuing Bank, Bank and each Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses (limited, in the case of legal expenses, including to the reasonable counsel and documented fees, charges and disbursementsdisbursements of a single counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each group of similarly affected Indemnitees in the event of a conflict of interest)), incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution execution, enforcement or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto and thereto of their respective obligations thereunder hereunder or the consummation of the Transactions and the or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds of the Loans or the use of therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged Release of Hazardous Materials at, on, under or from any property owned or operated by the U.S. Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the U.S. 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 not any other theory and regardless of whether any Indemnitee is a party theretothereto and whether brought by Holdings, a Borrower, their equityholders or any third party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result primarily from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (Ax) any Environmental Claim related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or any of its Related PartiesParties of (y) resulted from any dispute solely among Indemnitees (other than any dispute involving claims against the Administrative Agent or any Arranger, in each case in its capacity as such) and not arising out of any act or omission of the Borrowers or any of their Affiliates. The provisions Borrowers shall not be liable for any settlement if such settlement was effected without their consent (which consent shall not be unreasonably withheld), but if settled with their written consent, the indemnification obligations of the Borrowers under this Section 9.05 9.03(b) shall remain operative and apply in full force and respect thereof. The Borrowers shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld or delayed), effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnitee unless (a) such settlement includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability on claims that are the Obligations, the invalidity or unenforceability subject matter of such proceedings and (b) does not include any term or provision of this Agreement statement as to or any other Loan Documentadmission of fault, culpability or any investigation made a failure to act by or on behalf of any Agent, any Issuing Bank, any Lender Indemnitee or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand thereforinjunctive relief or other non-monetary remedy.

The U. S. Borrower agrees to indemnify the Agents, each Issuing Bank, each Lender, each Ancillary Lender Lender, each of their respective Affiliates and each of their and their respective Affiliates’ respective directors, trustees, officers, employees and agents (each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Restatement Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not 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 result primarily are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of, or material breach of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim Liability related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release release or threatened Release release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

The U. S. Borrower agrees to indemnify the Agents, the Joint Lead Arrangers, each Issuing Bank, each Lender, each Ancillary Lender and each of their respective directors, trustees, officers, employees and agents (each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not 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 result primarily from the gross negligence or wilful willful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Joint Lead Arranger, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the their Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the their Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender Bank or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

The U. S. Borrower agrees to shall indemnify the Agentseach Agent, each Issuing Bank, each Bank and Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not 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 result primarily from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant the fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (Ai) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Environmental Claim related Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by 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 way to Holdings, Intermediate Holdings, actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the U.S. Borrower or any of the its Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on Environmental Liability related in any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, way to the U.S. Borrower or any of the 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 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 are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand thereforIndemnitee.

The U. S. Borrower agrees to shall indemnify each of the AgentsJoint Lead Arrangers, each the Administrative Agent, the Issuing Bank, each the Swingline Lender, each Ancillary Lender of the Lenders and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee by any Person (including any Borrower) other than such Indemnitee and its Related Parties arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated herebyTransactions, (ii) any Loan or Letter of Credit or the use by the U.S. Borrower or its Subsidiaries of the proceeds therefrom (including any refusal by 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 of Hazardous Materials on or from any property owned or operated by the U.S. Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the U.S. Borrower or any of its Subsidiaries, (iv) any claims for brokerage fees or commissions in connection with the Loan Documents or in connection with any Borrower’s failure to conclude any other financing, and to reimburse each Indemnitee on demand for all reasonable legal and other expenses incurred in connection with investigating or defending any of the Loans or foregoing, (v) the use of any Letter Platform (provided, however, that the U.S. Borrower shall have no obligation to indemnify any Indemnitee for the costs of Credit any upgrades or repairs to any Platform), or (iiivi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory, whether brought by a third party or by any Borrower, and regardless of whether any Indemnitee is a party thereto, and the U.S. Borrower shall reimburse each Indemnitee for all reasonable legal fees and other expenses in connection with such Indemnitee’s investigation or defense of any of the foregoing; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result primarily from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (Ax) any Environmental Claim related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or any of its Related Parties. The provisions Parties or (y) result from a claim brought by any Borrower against an Indemnitee for breach in bad faith of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity such Indemnitee’s obligations hereunder or unenforceability of any term or provision of this Agreement or under any other Loan Document, or any investigation made if such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by or on behalf a court of competent jurisdiction. Upon receiving knowledge of any suit, claim or demand asserted by a third party that either Joint Lead Arranger, the Administrative Agent, any the Issuing Bank, any the Swingline Lender or any Ancillary Lender. All amounts due under Lender believes is covered by this Section 9.05 indemnity, such Joint Lead Arranger, the Administrative Agent, the Issuing Bank, the Swingline Lender or such Lender shall be payable on written demand therefor.give the U.S. Borrower notice of the matter and such Joint Lead Arranger, the Administrative Agent, the Issuing Bank, the Swingline Lender or such Lender may select its own counsel or request that the U.S. Borrower defend such suit, claim or demand, with legal counsel satisfactory to such -101-

The U. S. Borrower agrees to shall indemnify the Agentseach Agent, each Issuing Bank, each Bank and Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all liabilities, Taxes, obligations, losses, claims, damages, liabilities and related expensespenalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it, including the reasonable counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto and thereto of their respective obligations thereunder hereunder or the consummation of the Transactions and the or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds of therefrom (including any refusal by the Loans or the use of any Issuing Bank to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the U.S. Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the U.S. 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 not any other theory and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as or in any other way relating to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result primarily from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to Holdings, Intermediate Holdings, the U.S. Borrower this Agreement or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property other Loan Document or any property owned, leased action taken or operated omitted by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower it under this Agreement or any of the Subsidiaries, other Loan Document; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefornon-Tax claim.

The U. S. Borrower agrees to indemnify the Agents, each Issuing Bank, each Lender, each Ancillary Lender and each of their respective directors, trustees, officers, employees and agents (each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the 152 foregoing, whether or not 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 result primarily are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of, or material breach of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim Liability related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

The U. S. Borrower agrees to shall indemnify the Agentseach Agent, each Issuing Bank, each Bank and Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all liabilities, Taxes, obligations, losses, claims, damages, liabilities and related expensespenalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it, including the reasonable counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto and thereto of their respective obligations thereunder hereunder or the consummation of the Transactions and the or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds of therefrom (including any refusal by the Loans or the use of any Issuing Bank to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the U.S. Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the U.S. 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 not any other theory and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as or in any other way relating to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result primarily from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to Holdings, Intermediate Holdings, the U.S. Borrower this Agreement or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property other Loan Document or any property owned, leased action taken or operated omitted by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower it under this Agreement or any of the Subsidiaries, other Loan Document; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand thereforIndemnitee.