Common use of Indemnification by Borrower Clause in Contracts

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower or any other Company, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, thereto IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) each Lender, Lender and the L/C IssuersIssuing Bank, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel, and local counsel who specialize in gas and pipeline matters, for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Issuing Bank to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower or any other CompanyCompany at any time, or any liability under Environmental Laws Claim related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c); provided, this Section 15.4 further, that Borrower shall not apply with respect be required to Taxes other reimburse the legal fees and expenses of more than one outside counsel (in addition to any Taxes that represent lossesreasonably necessary special counsel and up to one local counsel in each applicable local jurisdiction) for all Indemnitees unless, claimsin the reasonable written opinion of outside counsel to such Indemnitees, damages, etc. arising from any non-Tax claimrepresentation of all such Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE,; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower Borrower, CNL HP or any other CompanyOwner, or any liability under Environmental Laws Liability related in any way to the Borrower, CNL HP, any Owner or any other CompanyTenant, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, thereto IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) each Lender, Lender and the L/C IssuersIssuing Bank, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”), "INDEMNITEE") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel, and local counsel who specialize in gas and pipeline matters, for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Issuing Bank to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower or any other CompanyCompany at any time, or any liability under Environmental Laws Claim related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c); provided, this Section 15.4 further, that Borrower shall not apply with respect be required to Taxes other reimburse the legal fees and expenses of more than one outside counsel (in addition to any Taxes that represent lossesreasonably necessary special counsel and up to one local counsel in each applicable local jurisdiction) for all Indemnitees unless, claimsin the reasonable written opinion of outside counsel to such Indemnitees, damages, etc. arising from any non-Tax claimrepresentation of all such Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent subagent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, thereto IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrower shall indemnify Administrative hereby agrees to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any sub-agent thereofand all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), each Lenderincurred by Lender Parties or any of them as a result of, and or arising out of, or relating to any act or omission of any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the L/C Issuers, and each Related Party proceeds of any of the foregoing Persons Loans, (each such Person being called an “Indemnitee”)b) the use, againsthandling, and hold each Indemnitee harmless fromrelease, any and all lossesemission, claimsdischarge, damagestransportation, liabilitiesstorage, and related expenses (including the fees, charges, and disbursements treatment or disposal of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from Substance at any property owned or operated leased by Borrower or any other CompanyLoan Party, or (c) any liability under violation of any Environmental Laws related in with respect to conditions at any way property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other CompanyLoan Document by any Lender Party, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower or any other Company, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities, Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or related expenses (x) are willful misconduct as finally determined by a court of competent jurisdiction by final in a non-appealable judgment. If and nonappealable judgment to have resulted from the gross negligence or willful misconduct extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such Indemniteeeach of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or (y) result from a claim brought by Borrower any modification, release or discharge of, any other Company against an Indemnitee for breach in bad faith or all of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final the Collateral Documents and nonappealable judgment in its favor on such claim as determined by a court termination of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimAgreement.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each LenderArranger, each Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either any L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim not involving an act or omission of Borrower and that is brought by Borrower or any an Indemnitee against another Indemnitee (other Company than against an Indemnitee for breach Arranger or Administrative Agent in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim their capacities as determined by a court of competent jurisdictionsuch). Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and against any and all fees and time charges liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements for attorneys who may be employees (including Attorney Costs) of any Indemniteekind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by any Company arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any Loan Document or any other Loan Paperagreement, or any agreement letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereby or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (iib) any Commitment, Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer Agent to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iiic) any actual or alleged presence or release of Hazardous Substances Materials on or from any property currently or formerly owned or operated by Borrower Borrower, any Subsidiary or any other CompanyLoan Party, or any liability under Environmental Laws Liability related in any way to the Borrower, any Subsidiary or any other CompanyLoan Party, or (ivd) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by Borrower defense of any pending or any other Companythreatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, IN ALL CASEScollectively, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEEthe "Indemnified Liabilities"); provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemand, liabilitiesactions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or (y) result from a claim brought by Borrower consequential damages relating to this Agreement or any other Company against an Indemnitee for breach Loan Document or arising out of its activities in bad faith of such Indemnitee’s obligations hereunder connection herewith or under any other Loan Paper, if Borrower therewith (whether before or another Restricted Company has obtained a final and nonappealable judgment after the Closing Date). The agreements in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes survive the resignation of Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other than any Taxes that represent losses, claims, damages, etcObligations. arising from any non-Tax claimAll amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefor.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or ; (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect ; or (z) are or relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimTaxes.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, Lender and each Related Party of any of the foregoing Persons Lender (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, or the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including (x) the TLS Acquisition or (y) any refusal by either L/C Issuer the Lender to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, thereto IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilitiespenalties, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Borrower Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Issuing Lender to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyBorrower Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASESin all cases, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE COMPARATIVEout of the comparative, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEEcontributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any Borrower or any other Company Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if any such Borrower or another Restricted Company Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrower shall indemnify Administrative hereby agrees to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any sub-agent thereofand all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), each Lenderincurred by Lender Parties or any of them as a result of, and or arising out of, or relating to any act or omission of any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the L/C Issuers, and each Related Party proceeds of any of the foregoing Persons Loans, (each such Person being called an “Indemnitee”)b) the use, againsthandling, and hold each Indemnitee harmless fromrelease, any and all lossesemission, claimsdischarge, damagestransportation, liabilitiesstorage, and related expenses (including the fees, charges, and disbursements treatment or disposal of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from Substance at any property owned or operated leased by Borrower or any other CompanyLoan Party, or (c) any liability under violation of any Environmental Laws related in with respect to conditions at any way property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other CompanyLoan Document by any Lender Party, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower or any other Company, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities, Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or related expenses (x) are willful misconduct as finally determined by a court of competent jurisdiction by final in a non‑appealable judgment. If and nonappealable judgment to have resulted from the gross negligence or willful misconduct extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such Indemniteeeach of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or (y) result from a claim brought by Borrower any modification, release or discharge of, any other Company against an Indemnitee for breach in bad faith or all of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final the Collateral Documents and nonappealable judgment in its favor on such claim as determined by a court termination of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimAgreement.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ’’) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (yB) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect or (C) are or relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimTaxes.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof)the each Agent, each Lender, Lender and the L/C IssuersIssuing Bank, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable out-of-pocket fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan PaperDocument, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Issuing Bank to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower or any other CompanyCompany at any time, or any liability under Environmental Laws Claim related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), Arranger, each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, chargesdisbursements and other charges of a single counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and disbursements in the case of any an actual or perceived conflict of interest, additional counsel for any Indemniteein each relevant jurisdiction to the affected Indemnitees), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have (x) resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or (B) such Indemnified Party’s material breach of its obligations under this Agreement or any other Loan Document, or (y) result from arisen out of a claim brought by Borrower dispute solely between or among Indemnified Parties (but excluding any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder disputes involving Administrative Agent or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment Arranger acting in its favor on capacity or fulfilling its role as Administrative Agent, Arranger or similar role; provided, further, that, so long as no Event of Default shall have occurred and be continuing at such claim time, the consent of Borrower (which consent shall not be unreasonably withheld or delayed) shall be required with respect to the settlement of any dispute arising out of, in connection with, or as determined by a court result of competent jurisdictionclauses (i)-(iv) of this Section 10.05(b). Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.5(b) shall not apply with respect to (i) Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimclaim or (ii) increased cost matters of the type described in Section 3.04.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent Administrative Agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee” and all such Persons being collectively called “Indemnitees”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including the Borrower or by any Company other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent Administrative Agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (yB) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company Permitted Affiliate arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Companyof its subsidiaries, or any liability under any Environmental Laws related in any way to the Borrower or any other Companyof its subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyPermitted Affiliate, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Permitted Affiliate against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Permitted Affiliate has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), the Arranger, each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party or any of Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or 101 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Claim or Environmental Liability related in any way to any member of the or any other CompanyConsolidated Group, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other Companymember of the Consolidated Group, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 12.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrower shall indemnify Administrative hereby agrees to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any sub-agent thereofand all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), each Lenderincurred by Lender Parties or any of them as a result of, and or arising out of, or relating to any act or omission of any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the L/C Issuers, and each Related Party proceeds of any of the foregoing Persons Loans, (each such Person being called an “Indemnitee”)b) the use, againsthandling, and hold each Indemnitee harmless fromrelease, any and all lossesemission, claimsdischarge, damagestransportation, liabilitiesstorage, and related expenses (including the fees, charges, and disbursements treatment or disposal of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from Substance at any property owned or operated leased by Borrower or any other CompanyLoan Party, or (c) any liability under violation of any Environmental Laws related in with respect to conditions at any way property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other CompanyLoan Document by any Lender Party, or (iv) except in 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 Borrower or any other Company, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity shall not, as to any Indemnitee, be available event to the extent that any such lossesIndemnified Liabilities result from the applicable Lender Party’s own gross negligence or willful misconduct or breach of contract, claims, damages, liabilities, or related expenses (x) are each as finally determined by a court of competent jurisdiction by final in a non-appealable judgment. If and nonappealable judgment to have resulted from the gross negligence or willful misconduct extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such Indemniteeeach of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or (y) result from a claim brought by Borrower any modification, release or discharge of, any other Company against an Indemnitee for breach in bad faith or all of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final the Collateral Documents and nonappealable judgment in its favor on such claim as determined by a court termination of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimAgreement.

Indemnification by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all fees and time charges liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements for attorneys who may be employees (including Attorney Costs) of any Indemniteekind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by any Company arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any Loan Document or any other Loan Paperagreement, or any agreement letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereby or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (iib) any Commitment, Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iiic) any actual or alleged presence or release of Hazardous Substances Materials on or from any property currently or formerly owned or operated by Borrower Borrower, any Subsidiary or any other CompanyLoan Party, or any liability under Environmental Laws Liability related in any way to the Borrower, any Subsidiary or any other CompanyLoan Party, or (ivd) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by Borrower defense of any pending or any other Companythreatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, IN ALL CASEScollectively, WHETHER OR NOT CAUSED BY OR ARISINGthe “Indemnified Liabilities”), IN WHOLE OR IN PARTin all cases, OUT OF THE COMPARATIVEwhether or not caused by or arising, CONTRIBUTORYin whole or in part, OR SOLE NEGLIGENCE OF THE INDEMNITEEout of the negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilitiesactions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or (y) result from a claim brought by Borrower consequential damages relating to this Agreement or any other Company against an Indemnitee for breach Loan Document or arising out of its activities in bad faith of such Indemnitee’s obligations hereunder connection herewith or therewith (whether before or after the Closing Date). All amounts due under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 10.5 shall not apply with respect to Taxes be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimObligations.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other CompanySubsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other CompanySubsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASESin all cases, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE COMPARATIVEout of the comparative, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEEcontributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, to the extent provided in Section 7.12(d), or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an a L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower or any other Company, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), ) and each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, obligations and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company Person arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any the Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances on Materials in, on, under, from or from affecting any real property owned owned, operated or operated leased by Borrower, any Loan Party, or any Environmental Liability in any way related to or affecting Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other CompanyLoan Party, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASESincluding, WHETHER OR NOT CAUSED BY OR ARISINGwithout limitation, IN WHOLE OR IN PART(A) the reasonable costs of assessment, OUT OF THE COMPARATIVEcontainment and/or removal of any and all Hazardous Materials from all or any portion of any real property owned, CONTRIBUTORYoperated or leased by Borrower or any Loan Party, OR SOLE NEGLIGENCE OF THE INDEMNITEE(B) the reasonable costs of any necessary actions taken in response to a release or threat of release of any Hazardous Materials on, in, under or affecting all or any portion of any real property owned, operated or leased by Borrower or any Loan Party to prevent or minimize such release or threat of release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (C) costs incurred to comply with the Environmental Laws in connection with all or any portion of any real property owned, operated or leased by Borrower or any Loan Party; provided, provided that such indemnity set forth above in (i), (ii), (iii), and (iv) of this Section 10.04(b) shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.7360130v11

Indemnification by Borrower. Borrower The Credit Parties shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Credit Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyCredit Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by not involving an act or omission of Borrower or any other Company against Credit Party and that is brought by an Indemnitee for breach against another Indemnitee (other than against any Agent in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim their capacities as determined by a court of competent jurisdictionsuch). Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.. 115

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), and each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, thereto IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent, each Arranger, each Lender, and the L/C Issuers, Issuer and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersTransaction Documents, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property Property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party or any of Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperTransaction Document, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. No Indemnitee shall have any liability for any indirect, consequential, special or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, the indemnity set forth in the foregoing subsection shall extend in favor of each Indemnitee with respect to every aspect of any Disposition of any Condo Unit, including as to any Seller Note and/or as to any other aspect of the Seller Financing Program. Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.4(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable and documented fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower The Loan Parties, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), the Lead Arranger, the Joint Bookrunners, each Lender, Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilitiesactions, judgments, suits, costs (including settlement costs), disbursements and related out-of-pocket fees and expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, counsel) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan PaperDocument, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or hereby, thereby, or related thereto or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by the Borrower or any other Companyof its Restricted Subsidiaries at any time, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by the Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or a Related Party thereof, or (y) result from disputes solely among Indemnitees not involving any act or omission of any Loan Party or any of their respective Related Parties (other than a dispute against the Administrative Agent, Collateral Agent, Lead Arranger or any Joint Bookrunner in their capacities as such); provided further that the Loan Parties shall not be required to reimburse the legal fees and expenses of more than one counsel (in addition to one special counsel in each specialty area, up to one local counsel in each applicable local jurisdiction and any additional counsel for an Indemnified Party reasonably deemed appropriate by virtue of potential conflicts of interests incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim brought by Borrower (whether or not any Agent, any Lender or any other Company against such Indemnified Party is a party to any action or proceeding out of which any such expenses arise)) or one other third party advisor for all Indemnitees (plus any additional third party advisor for an Indemnitee for breach Indemnified Party reasonably deemed appropriate by virtue of potential conflicts of interests incurred in bad faith of connection with investigating, defending or preparing to defend any such Indemnitee’s obligations hereunder action, suit, proceeding (including any inquiry or under investigation) or claim (whether or not any Agent, any Lender or any other Loan Paper, if Borrower such Indemnified Party is a party to any action or another Restricted Company has obtained a final and nonappealable judgment in its favor on proceeding out of which any such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(cexpenses arise), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower The Loan Parties, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), the Lead Arranger, each Lender, Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilitiesactions, judgments, suits, costs (including settlement costs), disbursements and related out-of-pocket fees and expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, counsel) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan PaperDocument, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or hereby, thereby, or related thereto or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either any L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by the Borrower or any other Companyof its Restricted Subsidiaries at any time, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by the Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or a Related Party thereof, or (y) result from disputes solely among Indemnitees not involving any act or omission of any Loan Party or any of their respective Related Parties (other than a dispute against the Administrative Agent, Collateral Agent or any Lead Arranger in their capacities as such); provided, further, that the Loan Parties shall not be required to reimburse the legal fees and expenses of more than one counsel (in addition to one special counsel in each specialty area, up to one local counsel in each applicable local jurisdiction and any additional counsel for an Indemnified Party reasonably deemed appropriate by virtue of potential conflicts of interests incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim brought by Borrower (whether or not any Agent, any Lender or any other Company against an Indemnitee for breach in bad faith such Indemnified Party is a party to any action or proceeding out of which any such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionexpenses arise)). Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.164

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersLC Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company Borrower or Guarantor arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including, without limitation, in respect of any matters addressed in Section 3.5), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including including, without limitation, any refusal by either L/C the LC Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyGuarantor, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Guarantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (expenses, including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and or any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party theretothereto in all cases, IN ALL CASESwhether or not caused by or arising, WHETHER OR NOT CAUSED BY OR ARISINGin whole or in part, IN WHOLE OR IN PARTout of the comparative, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEEcontributory or sole negligence of the indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of This Section 4.1(c), this Section 15.4 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.02), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting Borrower shall also pay any civil penalty or fine assessed by OFAC against, and all costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof, by Administrative Agent and/or the provisions Lenders as a result of conduct by Borrower that violated a sanction enforced by OFAC. This Section 4.1(c), this Section 15.4 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.. CREDIT AGREEMENT – Page 94

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent sub‑agent thereof), each Lender, Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent sub‑agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either an L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax non‑Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof)each Agent, each Lender, Lender and the L/C IssuersIssuing Bank, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable out-of-pocket fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan PaperDocument, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Issuing Bank to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower or any other CompanyCompany at any time, or any liability under Environmental Laws Claim related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting For the provisions avoidance of Section 4.1(c)doubt, this Section 15.4 10.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any with respect to a non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) each Lender, Lender and the L/C IssuersIssuing Bank, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel, and local counsel who specialize in gas and pipeline matters, for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Issuing Bank to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower or any other CompanyCompany at any time, or any liability under Environmental Laws Claim related in any way to the or any other Company, or (iv) (x) conduct of any Company or any of its partners, directors, officers, employees, agents or advisors that violates any Sanctions or (y) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c); provided, this Section 15.4 further, that Borrower shall not apply with respect be required to Taxes other reimburse the legal fees and expenses of more than one outside counsel (in addition to any Taxes that represent lossesreasonably necessary special counsel and up to one local counsel in each applicable local jurisdiction) for all Indemnitees unless, claimsin the reasonable written opinion of outside counsel to such Indemnitees, damages, etc. arising from any non-Tax claimrepresentation of all such Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest.

Indemnification by Borrower. Borrower The Loan Parties, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), the Lead Arranger, each Lender, Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilitiesactions, judgments, suits, costs (including settlement costs), disbursements and related out-of-pocket fees and expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, counsel) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan PaperDocument, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or hereby, thereby, or related thereto or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either any L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by the Borrower or any other Companyof its Restricted Subsidiaries at any time, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by the Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or a Related Party thereof, or (y) result from disputes solely among Indemnitees not involving any act or omission of any Loan Party or any of their respective Related Parties (other than a dispute against the Administrative Agent, Collateral Agent or any Lead Arranger in their capacities as such); provided, further, that the Loan Parties shall not be required to reimburse the legal fees and expenses of more than one counsel (in addition to one special counsel in each specialty area, up to one local counsel in each applicable local jurisdiction and any additional counsel for an Indemnified Party reasonably deemed appropriate by virtue of potential conflicts of interests incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim brought by Borrower (whether or not any Agent, any Lender or any other Company against an Indemnitee for breach in bad faith such Indemnified Party is a party to any action or proceeding out of which any such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionexpenses arise)). Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.150

Indemnification by Borrower. Borrower Each of the Borrowers and Guarantors shall indemnify the Administrative Agent Agents (and any sub-agent thereof), the Collateral Agents (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuing Bank, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Issuing Bank to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower or any other CompanyCompany at any time, or any liability under Environmental Laws Claim related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower the Borrowers or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower the Borrowers or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower the Borrowers or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting Each of the provisions Borrowers and Guarantors agree to further indemnify each of Section 4.1(c)the Indemnitees in relation to such Indemnitees’ exercise of its discretionary rights under this Agreement. In any litigation relating to any of the foregoing, this Section 15.4 or the preparation therefor, the Indemnitees shall not apply with respect be entitled to Taxes other than any Taxes that represent lossesselect one counsel for all such Indemnitees and, claimsin addition to the foregoing indemnities, damagesthe Debtors jointly and severally agree to promptly pay all reasonable fees and expenses of such counsel; provided that, etc. arising from any nonin the event of a conflict of interest between or among Indemnitees, the similarly-Tax claimsituated Indemnitees shall each be entitled to select one counsel for all such similarly-situated Indemnitees and Debtors jointly and severally agree to promptly pay all reasonable fees and expenses of each such counsel.

Indemnification by Borrower. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrower shall hereby agrees to indemnify Administrative and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any sub-agent thereofand all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), each Lenderincurred by Lender Parties or any of them as a result of, and or arising out of, or relating to any act or omission of any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the L/C Issuers, and each Related Party proceeds of any of the foregoing Persons Loans, (each such Person being called an “Indemnitee”)b) the use, againsthandling, and hold each Indemnitee harmless fromrelease, any and all lossesemission, claimsdischarge, damagestransportation, liabilitiesstorage, and related expenses (including the fees, charges, and disbursements treatment or disposal of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from Substance at any property owned or operated leased by Borrower or any other CompanyLoan Party, or (c) any liability under violation of any Environmental Laws related in with respect to conditions at any way property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other CompanyLoan Document by any Lender Party, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower or any other Company, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities, Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or related expenses (x) are willful misconduct as finally determined by a court of competent jurisdiction by final in a non-appealable judgment. If and nonappealable judgment to have resulted from the gross negligence or willful misconduct extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such Indemniteeeach of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or (y) result from a claim brought by Borrower any modification, release or discharge of, any other Company against an Indemnitee for breach in bad faith or all of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final the Collateral Documents and nonappealable judgment in its favor on such claim as determined by a court termination of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimAgreement.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower or any other Company, and regardless of whether any Indemnitee is a party thereto, IN ALL CASESin all cases, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE COMPARATIVEout of the comparative, CONTRIBUTORYcontributory, OR SOLE NEGLIGENCE OF THE INDEMNITEEor sole negligence of the Indemnitee; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative the Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersAgent, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Agent to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower Each of the Borrowers and Guarantors shall indemnify the Administrative Agent Agents (and any sub-agent thereof), the Collateral Agents (and any sub-agent thereof) each Lender, Lender and the L/C IssuersIssuing Bank, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Issuing Bank to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower or any other CompanyCompany at any time, or 146 any liability under Environmental Laws Claim related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower the Borrowers or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower the Borrowers or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower the Borrowers or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) each Lender, Lender and the L/C IssuersIssuing Bank, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Issuing Bank to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower any Company at any time, any violation of, noncompliance with, or liability or obligation under, any other CompanyEnvironmental Laws, any orders, requirements or demands of Governmental Authorities relating to any Environmental Laws or Environmental Permits, or any liability under Environmental Laws Claim related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrower shall indemnify Administrative hereby agrees to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent (and any sub-agent thereof), each Lender, solely in their capacities as Agent or Lender under this Agreement (in such capacity, each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the L/C Issuers“Indemnified Liabilities”), and each incurred by Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets (including the Related Party Transactions) or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the foregoing Persons Loans, (each such Person being called an “Indemnitee”)b) the use, againsthandling, and hold each Indemnitee harmless fromrelease, any and all lossesemission, claimsdischarge, damagestransportation, liabilitiesstorage, and related expenses (including the fees, charges, and disbursements treatment or disposal of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from hazardous substance at any property owned or operated leased by Borrower or any other CompanyLoan Party, or (c) any liability under violation of any Environmental Laws related in with respect to conditions at any way property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of hazardous substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other CompanyLoan Document by any Lender Party, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower or any other Company, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity shall not, as to any Indemnitee, be available except to the extent that any 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 Indemnified Liabilities result from the applicable Lender Party’s own gross negligence negligence, bad faith or willful misconduct of such Indemnitee, or (y) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting If and to the provisions extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of Section 4.1(c), each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 15.4 10.5 shall not apply with respect to Taxes other than survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit, any Taxes that represent lossesforeclosure under, claimsor any modification, damagesrelease or discharge of, etcany or all of the Collateral Documents and termination of this Agreement. arising from Notwithstanding the foregoing, no Lender (solely in its capacity as a direct or indirect equity holder of Holdings) shall have any non-Tax claimrights under this Section.

Indemnification by Borrower. Borrower The Loan Parties, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), the Lead Arranger, the Joint Bookrunners, each Lender, Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons and their respective successors and assigns (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilitiesactions, judgments, suits, costs (including settlement costs), disbursements and related out-of-pocket fees and expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, counsel) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan PaperDocument, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or hereby, thereby, or related thereto or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by any Borrower or any other Companyof its Restricted Subsidiaries at any time, or any liability under Environmental Laws Liability related in any way to the any Borrower or any other Companyof its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by any Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, IN ALL CASEScollectively, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEEthe “Indemnified Liabilities”); provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or a Related Party thereof, or (y) result from disputes solely among Indemnitees not involving any act or omission of any Loan Party or any of their respective Related Parties (other than a dispute against the Administrative Agent, Collateral Agent, the Lead Arranger or the Joint Bookrunners in their capacities as such); provided further that the Loan Parties shall not be required to reimburse the legal fees and expenses of more than one counsel (in addition to one special counsel in each specialty area, up to one local counsel in each applicable local jurisdiction and any additional counsel for an Indemnitee reasonably deemed appropriate by virtue of potential conflicts of interests incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim brought by Borrower (whether or not any Agent, any Lender or any other Company against such Indemnitee is a party to any action or proceeding out of which any such expenses arise)) or one other third party advisor for all Indemnitees (plus any additional third party advisor for an Indemnitee for breach reasonably deemed appropriate by virtue of potential conflicts of interests incurred in bad faith of connection with investigating, defending or preparing to defend any such Indemnitee’s obligations hereunder action, suit, proceeding (including any inquiry or under investigation) or claim (whether or not any Agent, any Lender or any other Loan Paper, if Borrower such Indemnitee is a party to any action or another Restricted Company has obtained a final and nonappealable judgment in its favor on proceeding out of which any such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(cexpenses arise), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), Arranger, each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, chargesdisbursements and other charges of a single counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and disbursements in the case of any an actual or perceived conflict of interest, additional counsel for any Indemniteein each relevant jurisdiction to the affected Indemnitees), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have (x) resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or (B) such Indemnified Party’s material breach of its obligations under this Agreement or any other Loan Document, or (y) result from arisen out of a claim brought by Borrower dispute solely between or among Indemnified Parties (but excluding any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder disputes involving Administrative Agent or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment Arranger acting in its favor on capacity or fulfilling its role as Administrative Agent, Arranger or similar role); provided, further, that, so long as no Event of Default shall have occurred and be continuing at such claim time, the consent of Borrower (which consent shall not be unreasonably withheld or delayed) shall be required with respect to the settlement of any dispute arising out of, in connection with, or as determined by a court result of competent jurisdictionclauses (i)-(iv) of this Section 10.05(b). Without limiting the provisions of Section 4.1(c3.01(c)(i), this Section 15.4 10.5(b) shall not apply with respect to (i) Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimclaim or (ii) increased cost matters of the type described in Section 3.04.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent Administrative Agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee’’ and all such Persons being collectively called “Indemnitees”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including the Borrower or by any Company other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent Administrative Agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (yB) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent hereby covenants and agrees to indemnify, defend (with counsel selected by Lender) and any sub-agent thereof), each hold harmless Lender, Lender’s Affiliates and their respective 02 IGXGLOBAL CORP LSA Final.docx 26 of 50 members, managers, directors, shareholders, officers, partners, employees, attorneys, consultants and agents (collectively, the L/C Issuers, “Indemnitees”) from and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities, costs and related expenses (including, without limitation, actual attorney’s fees and expenses and other costs of investigation or defense, including the fees, charges, and disbursements of those incurred upon any counsel for any Indemniteeappeal), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who which may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of(whether for breach of contract, in tort or under any other theory of liability) in connection with, with or as a result of (i) credit having been extended, suspended or terminated under this Agreement or the execution other Loan Documents or delivery with respect to the execution, delivery, enforcement, performance or administration of, or in any other way arising out of relating to, this Agreement or the other Loan Documents or any other documents or transactions contemplated by or referred to in this Agreement, any other Loan Paper, or any agreement action or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer failure to honor a demand for payment under an L/C if the documents presented in connection act with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating respect to any of the foregoing, whether based on contractincluding any and all product liabilities, tortenvironmental liabilities, taxes and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to and of the Loan Documents, the correctness, validity or genuineness of any Instrument or Document that may be released or endorsed to Borrower by Lender (which shall automatically be deemed to be without recourse to Lender in any event), the existence, character, quantity, quality, condition, value or delivery of any Goods purporting to be represented by any such Instruments or Documents, or any other theorybroker’s commission, whether brought by a third party finder’s fee or similar charge or fee payable by Borrower or any other Companyin connection with the Loans and the transactions contemplated by this Agreement (collectively, and regardless of whether any Indemnitee is a party theretothe “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities, or related expenses (x) are Indemnified Liability is finally determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the such Indemnitee’s gross negligence or willful misconduct of such Indemniteemisconduct. BORROWER, or (y) result from a claim brought by FOR ITSELF AND FOR ALL SUCCESSORS, ASSIGNS, THIRD PARTY BENEFICIARIES AND ALL OTHER PERSONS THAT MAY ASSERT CLAIMS DERIVATIVELY THROUGH SUCH PARTY, HEREBY WAIVES ANY AND ALL CLAIMS FOR INDEMNIFIED LIABILITIES AGAINST ALL INDEMNITEES EXCEPT TO THE EXTENT THAT ANY SUCH INDEMNIFIED LIABILITY IS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NO INDEMNITEE SHALL BE RESPONSIBLE OR LIABLE TO BORROWER, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. THE PROVISIONS OF THIS SECTION 10.12 SHALL SURVIVE TERMINATION OF THE LOANS AND THE TERMINATION OF THIS AGREEMENT. Notwithstanding the foregoing, in no event shall Borrower or be liable to any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder any indirect, punitive, exemplary or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, consequential damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent, each LenderArranger, and the L/C Issuers, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersTransaction Documents, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property Property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party or any of Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperTransaction Document, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. No Indemnitee shall have any liability for any indirect, consequential, special or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). Without limiting the provisions generality of Section 4.1(c)the foregoing, and notwithstanding any other provision of this Section 15.4 Agreement to the contrary, the indemnity set forth in the foregoing subsection shall not apply extend in favor of each Indemnitee with respect to Taxes every aspect of any Disposition of any Condo Unit, including as to any Seller Note and/or as to any other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimaspect of the Approved Seller Financing Program.

Indemnification by Borrower. In consideration of the execution and delivery of this Agreement by Agent and Lxxxxxx and the agreement to extend the Commitments provided hereunder, Borrower shall indemnify Administrative hereby agrees to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any sub-agent thereofand all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), each Lenderincurred by Lender Parties or any of them as a result of, and or arising out of, or relating to any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, amalgamation, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the L/C Issuers, and each Related Party proceeds of any of the foregoing Persons Loans, (each such Person being called an “Indemnitee”)b) the use, againsthandling, and hold each Indemnitee harmless fromrelease, any and all lossesemission, claimsdischarge, damagestransportation, liabilitiesstorage, and related expenses (including the fees, charges, and disbursements treatment or disposal of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from Substance at any property owned or operated leased by Borrower or any other CompanyLoan Party, or (c) any liability under violation of any applicable Environmental Laws related in with respect to conditions at any way property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement or any other CompanyLoan Document by any Lender Party, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower or any other Company, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities, Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or related expenses (x) are willful misconduct as finally determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemniteein a non-appealable judgment, or (yf) result from a claim brought by Borrower such Person’s general operation of its business including all product liability out of or in connection with such Person’s or any other Company against an Indemnitee of its Affiliates or licensees manufacture use or sale of a Product or the provision of a Service. If and to the extent that the foregoing undertaking may be unenforceable for breach any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in bad faith this Section 10.5 shall survive repayment of such Indemnitee’s obligations hereunder the Loans, cancellation of the Notes, any foreclosure under, or under any other Loan Papermodification, if Borrower release or another Restricted Company has obtained a final discharge of, any or all of the Collateral Documents and nonappealable judgment in its favor on such claim as determined by a court termination of competent jurisdictionthis Agreement. Without limiting Notwithstanding the provisions of Section 4.1(c)foregoing, this Section 15.4 10.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASESin all cases, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE COMPARATIVEout of the comparative, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEEcontributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, thereto IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available (x) to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (yB) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting jurisdiction or (y) as to any particular loss, claim, damage, liability or related expense to the provisions extent that, if such Indemnitee is Agent or Bank of Section 4.1(c)America, this Section 15.4 shall such Indemnitee does not apply with respect to Taxes other than any Taxes that represent lossesprovide Borrower notice thereof or make demand hereunder within one (1) year from the date actual knowledge of such loss, claimsclaim, damagesdamage, etc. arising from any non-Tax claimliability or related expense is acquired by the Commercial Banking Group - Central Region of Bank of America.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (expenses, including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and or any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party theretothereto in all cases, IN ALL CASESwhether or not caused by or arising, WHETHER OR NOT CAUSED BY OR ARISINGin whole or in part, IN WHOLE OR IN PARTout of the comparative, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEEcontributory or sole negligence of the indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, WEST\258439317.6 319678-000089125 damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of This Section 4.1(c), this Section 15.4 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent hereby covenants and agrees to indemnify, defend (with counsel selected by Lender) and any sub-agent thereof), each hold harmless Lender, Lender’s Affiliates and their respective members, managers, directors, shareholders, officers, partners, employees, attorneys, consultants and agents (collectively, the L/C Issuers, “Indemnitees”) from and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities, costs and related expenses (including, without limitation, actual and reasonable attorney’s fees and expenses and other costs of investigation or defense, including the fees, charges, and disbursements of those incurred upon any counsel for any Indemniteeappeal), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who which may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of(whether for breach of contract, in tort or under any other theory of liability) in connection with, with or as a result of (i) credit having been extended, suspended or terminated under this Agreement or the execution other Loan Documents or delivery with respect to the execution, delivery, enforcement, performance or administration of, or in any other way arising out of relating to, this Agreement or the other Loan Documents or any other documents or transactions contemplated by or referred to in this Agreement, any other Loan Paper, or any agreement action or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer failure to honor a demand for payment under an L/C if the documents presented in connection act with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating respect to any of the foregoing, whether based on contractincluding any and all product liabilities, tortenvironmental liabilities, taxes and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to and of the Loan Documents, the correctness, validity or genuineness of any Instrument or Document that may be released or endorsed to Borrower by Lender (which shall automatically be deemed to be without recourse to Lender in any event), the existence, character, quantity, quality, condition, value or delivery of any Goods purporting to be represented by any such Instruments or Documents, or any other theorybroker’s commission, whether brought by a third party finder’s fee or similar charge or fee payable by Borrower or any other Companyin connection with the Loans and the transactions contemplated by this Agreement (collectively, and regardless of whether any Indemnitee is a party theretothe “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities, or related expenses (x) are Indemnified Liability is finally determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the such Indemnitee’s gross negligence or willful misconduct of such Indemniteemisconduct. BORROWER, or (y) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperFOR ITSELF AND FOR ALL SUCCESSORS, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionASSIGNS, THIRD PARTY BENEFICIARIES AND ALL OTHER PERSONS THAT MAY ASSERT CLAIMS DERIVATIVELY THROUGH SUCH PARTY, HEREBY WAIVES ANY AND ALL CLAIMS FOR INDEMNIFIED LIABILITIES AGAINST ALL INDEMNITEES EXCEPT TO THE EXTENT THAT ANY SUCH INDEMNIFIED LIABILITY IS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED SOLELY FROM SUCH INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Without limiting the provisions of Section 4.1(c)NO INDEMNITEE SHALL BE RESPONSIBLE OR LIABLE TO BORROWER, this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent lossesANY SUCCESSOR, claimsASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, damagesFOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT PUNITIVE, etcEXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. arising from any non-Tax claimTHE PROVISIONS OF THIS SECTION 10.13 SHALL SURVIVE TERMINATION OF THE LOANS AND THE TERMINATION OF THIS AGREEMENT.

Indemnification by Borrower. (a) The Borrower shall indemnify Administrative Agent agrees (i) to pay or reimburse the Lender for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any sub-agent thereof)amendment, each Lendersupplement or modification to, this Agreement and the other Program Documents and any other documents prepared in connection herewith or therewith, and the L/C Issuersconsummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the fees and each Related Party disbursements of Xxxxxxxxx Xxxxxxx, LLP, counsel to the Lender and, in the case of any of amendment, supplement or modification, any other counsel to the Lender, with statements with respect to the foregoing Persons to be submitted to the Borrower prior to the initial Borrowing Date (each in the case of amounts to be paid on the initial Borrowing Date) and from time to time thereafter on a quarterly basis or such Person being called an “Indemnitee”)other periodic basis as the Lender shall deem appropriate; (ii) to pay or reimburse the Lender for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, againstthe other Program Documents and any such other documents, including, without limitation, the reasonable and documented fees and disbursements of counsel to the Lender; (iii) to pay, indemnify, and hold each Indemnitee the Lender harmless from, any and all documented recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable by the Borrower in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Program Documents and any such other documents; and (iv) to indemnify and hold harmless the Lender, its affiliates and its officers, directors, employees, advisors, agents and controlling persons (each, an "indemnified person") from and against any and all reasonable and documented losses, claims, damages, liabilities, damages and related expenses (including the fees, charges, and disbursements of liabilities to which any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who such indemnified person may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company become subject arising out of, of or in connection with, or as a result of with (i1) the execution or delivery execution, delivery, enforcement, performance and administration of this Agreement, any the other Loan Paper, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (Program Documents and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the such other Loan Papersdocuments, (ii2) any Loan or L/C or the use or proposed use of the proceeds therefrom of the Advances other than as provided in Section 5.07, (including 3) the violation of, noncompliance with or liability under, any refusal by either L/C Issuer environmental law applicable to honor a demand for payment under an L/C if the documents presented operations of any Group Member or any of the properties and the reasonable and documented expenses of legal counsel in connection with claims, actions or proceedings by any indemnified person against the Borrower and the Guarantor under any Program Document and any such demand do not strictly comply with the terms of such L/C), other documents and (iii4) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, 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 Borrower or any other Company, and regardless of whether any Indemnitee indemnified person is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEEand to reimburse each indemnified person upon demand for any legal or other reasonable and documented expenses incurred in connection with investigating or defending any of the foregoing; provided, provided that such the foregoing indemnity shall will not, as to any Indemniteeindemnified person, be available apply to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) to the extent they are determined found by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted arise from the willful misconduct or gross negligence or willful misconduct of such Indemniteeindemnified person. All amounts due under this Section 9.05(a) shall be payable not later than ten Business Days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.05(a) shall be submitted to the address of the Borrower set forth in Section 9.01, or (y) result from to such other Person or address as may be hereafter designated by the Borrower in a claim brought by Borrower or any other Company against an Indemnitee for breach written notice to the Lender. The agreements in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 9.05(a) shall not apply with respect to Taxes survive the termination of this Agreement, and repayment of the Advances and all other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimamounts payable hereunder.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.02), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting Borrower shall also pay any civil penalty or fine assessed by OFAC against, and all costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof, by Administrative Agent and/or the provisions Lenders as a result of conduct by Borrower that violated a sanction enforced by OFAC. This Section 4.1(c), this Section 15.4 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable and documented fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a 105 result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Claim or Environmental Liability related in any way to any member of the or any other CompanyConsolidated Group, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other Companymember of the Consolidated Group, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c3.01(d), this Section 15.4 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof)Agent, each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee“ Indemnitee ”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (other than Taxes or Other Taxes which shall only be indemnified by Borrower to the extent provided in Section 3.01(c)), including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable and customary fees and time charges and disbursements for attorneys F or p er so na l u se o nl y who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party theretothereto in all cases, IN ALL CASESwhether or not caused by or arising, WHETHER OR NOT CAUSED BY OR ARISINGin whole or in part, IN WHOLE OR IN PARTout of the comparative, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEEcontributory or sole negligence of the indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the transactions contemplated hereby asserted by an Indemnitee against Borrower or any other Loan Party; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of Borrower under the preceding provisions of Section 4.1(c)this subsection. If any claim, this Section 15.4 demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not apply with respect to Taxes other than any Taxes that represent lossesaffect Borrower’s obligations under this subsection. Such Indemnitee may (and shall, claimsif requested by Borrower in writing) contest the validity, damagesapplicability and amount of such claim, etc. arising from any non-Tax claimdemand, action or cause of action.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), Indemnitee and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower, any Company Subsidiary of Borrower or any other Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower, any Subsidiary of Borrower or any other CompanyCredit Party, or any liability under Environmental Laws Liability related in any way to the Borrower, any Subsidiary of Borrower or any other CompanyCredit Party, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theorytheory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding), whether brought by a third party or by Borrower, any Subsidiary of Borrower or any other CompanyCredit Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower The Loan Parties, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), the Lead Arranger, the Joint Bookrunners, the Amendment No. 1 Arrangers, each Lender, Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilitiesactions, judgments, suits, costs (including settlement costs), disbursements and related out-of-pocket fees and expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, counsel) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by theany Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan PaperDocument, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or hereby, thereby, or related thereto or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by theany Borrower or any other Companyof its Restricted Subsidiaries at any time, or any liability under Environmental Laws Liability related in any way to the theany Borrower or any other Companyof its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by theany Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or a Related Party thereof, or (y) result from disputes solely among Indemnitees not involving any act or omission of any Loan Party or any of their respective Related Parties (other than a dispute against the Administrative Agent, Collateral Agent, Lead Arranger or, any Joint Bookrunner or any Amendment No. 1 Arranger in their capacities as such); provided further that the Loan Parties shall not be required to reimburse the legal fees and expenses of more than one counsel (in addition to one special counsel in each specialty area, up to one local counsel in each applicable local jurisdiction and any additional counsel for an Indemnified Party reasonably deemed appropriate by virtue of potential conflicts of interests incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim brought by Borrower (whether or not any Agent, any Lender or any other Company against such Indemnified Party is a party to any action or proceeding out of which any such expenses arise)) or one other third party advisor for all Indemnitees (plus any additional third party advisor for an Indemnitee for breach Indemnified Party reasonably deemed appropriate by virtue of potential conflicts of interests incurred in bad faith of connection with investigating, defending or preparing to defend any such Indemnitee’s obligations hereunder action, suit, proceeding (including any inquiry or under investigation) or claim (whether or not any Agent, any Lender or any other Loan Paper, if Borrower such Indemnified Party is a party to any action or another Restricted Company has obtained a final and nonappealable judgment in its favor on proceeding out of which any such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(cexpenses arise), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower The Loan Parties, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), the Lead Arrangers, each Lender, Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilitiesactions, judgments, suits, costs (including settlement costs), disbursements and related out-of-pocket fees and expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, counsel) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan PaperDocument, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or hereby, thereby, or related thereto or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either any L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by the Borrower or any other Companyof its Restricted Subsidiaries at any time, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by the Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or a Related Party thereof, or (y) result from disputes solely among Indemnitees not involving any act or omission of any Loan Party or any of their respective Related Parties (other than a dispute against the Administrative Agent, Collateral Agent or any Lead Arranger in their capacities as such); provided, further, that the Loan Parties shall not be required to reimburse the legal fees and expenses of more than one counsel (in addition to one special counsel in each specialty area, up to one local counsel in each applicable local jurisdiction and any additional counsel for an Indemnified Party reasonably deemed appropriate by virtue of potential conflicts of interests incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim brought by Borrower (whether or not any Agent, any Lender or any other Company against an Indemnitee for breach in bad faith such Indemnified Party is a party to any action or proceeding out of which any such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(cexpenses arise), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim).

Indemnification by Borrower. Borrower shall indemnify Administrative each Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative an Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASESin all cases, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE COMPARATIVEout of the comparative, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEEcontributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all fees and time charges liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements for attorneys who may be employees (including Attorney Costs) of any Indemniteekind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by any Company arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any Loan Document or any other Loan Paperagreement, or any agreement letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereby or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (iib) any Commitment, Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iiic) any actual or alleged presence or release of Hazardous Substances Materials on or from any property currently or formerly owned or operated by Borrower Borrower, any Subsidiary or any other CompanyLoan Party, or any liability under Environmental Laws Liability related in any way to the Borrower, any Subsidiary or any other CompanyLoan Party, or (ivd) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by Borrower defense of any pending or any other Companythreatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, IN ALL CASEScollectively, WHETHER OR NOT CAUSED BY OR ARISINGthe “Indemnified Liabilities”), IN WHOLE OR IN PARTin all cases, OUT OF THE COMPARATIVEwhether or not caused by or arising, CONTRIBUTORYin whole or in part, OR SOLE NEGLIGENCE OF THE INDEMNITEEout of the negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilitiesactions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or (y) result from a claim brought by Borrower consequential damages relating to this Agreement or any other Company against an Indemnitee for breach Loan Document or arising out of its activities in bad faith of such Indemnitee’s obligations hereunder connection herewith or therewith (whether before or after the Closing Date). All amounts due under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 10.05 shall not apply with respect to Taxes be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimObligations.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) each Lender, Lender and the L/C IssuersIssuing Bank, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”), "INDEMNITEE") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Issuing Bank to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower any Company at any time, any violation of, noncompliance with, or liability or obligation under, any other CompanyEnvironmental Laws, any orders, requirements or demands of Governmental Authorities relating to any Environmental Laws or Environmental Permits, or any liability under Environmental Laws Claim related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof)each Agent, each Lender, Lender and the L/C IssuersIssuing Bank, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable out-of-pocket fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan PaperDocument, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Issuing Bank to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower or any other CompanyCompany at any time, or any liability under Environmental Laws Claim related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of 115 competent jurisdiction. Without limiting For the provisions avoidance of Section 4.1(c)doubt, this Section 15.4 10.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any with respect to a non-Tax claim.

Indemnification by Borrower. Borrower The Credit Parties shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Credit Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any the Term Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyCredit Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by not involving an act or omission of Borrower or any other Company against Credit Party and that is brought by an Indemnitee for breach against another Indemnitee (other than against any Agent in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim their capacities as determined by a court of competent jurisdictionsuch). Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent hereby covenants and agrees to indemnify, defend (with counsel selected by Lender) and any sub-agent thereof), each hold harmless Lender, Lender’s Affiliates and their respective members, managers, directors, shareholders, officers, partners, employees, attorneys, consultants and agents (collectively, the L/C Issuers, “Indemnitees”) from and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities, costs and related expenses (including, without limitation, actual attorney’s fees and expenses and other costs of investigation or defense, including the fees, charges, and disbursements of those incurred upon any counsel for any Indemniteeappeal), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who which may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of(whether for breach of contract, in tort or under any other theory of liability) in connection with, with or as a result of (i) credit having been extended, suspended or terminated under this Agreement or the execution other Loan Documents or delivery with respect to the execution, delivery, enforcement, performance or administration of, or in any other way arising out of relating to, this Agreement or the other Loan Documents or any other documents or transactions contemplated by or referred to in this Agreement, any other Loan Paper, or any agreement action or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer failure to honor a demand for payment under an L/C if the documents presented in connection act with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating respect to any of the foregoing, whether based on contractincluding any and all product liabilities, tortenvironmental liabilities, taxes and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents, the correctness, validity or genuineness of any Instrument or Document that may be released or endorsed to Borrower by Lender (which shall automatically be deemed to be without recourse to Lender in any event), the existence, character, quantity, quality, condition, value or delivery of any Goods purporting to be represented by any such Instruments or Documents, or any other theorybroker’s commission, whether brought by a third party finder’s fee or similar charge or fee payable by Borrower or any other Companyin connection with the Loans and the transactions contemplated by this Agreement (collectively, and regardless of whether any Indemnitee is a party theretothe “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities, or related expenses (x) are Indemnified Liability is finally determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the such Indemnitee’s gross negligence or willful misconduct of such Indemniteemisconduct. BORROWER, or (y) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperFOR ITSELF AND FOR ALL SUCCESSORS, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionASSIGNS, THIRD PARTY BENEFICIARIES AND ALL OTHER PERSONS THAT MAY ASSERT CLAIMS DERIVATIVELY THROUGH SUCH PARTY, HEREBY WAIVES ANY AND ALL CLAIMS FOR INDEMNIFIED LIABILITIES AGAINST ALL INDEMNITEES EXCEPT TO THE EXTENT THAT ANY SUCH INDEMNIFIED LIABILITY IS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED SOLELY FROM SUCH INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Without limiting the provisions of Section 4.1(c)NO INDEMNITEE SHALL BE RESPONSIBLE OR LIABLE TO BORROWER, this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent lossesANY SUCCESSOR, claimsASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, damagesFOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT PUNITIVE, etcEXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. arising from any non-Tax claimTHE PROVISIONS OF THIS SECTION 10.13 SHALL SURVIVE TERMINATION OF THE LOANS AND THE TERMINATION OF THIS AGREEMENT.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) and each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, all reasonable out-of-pocket costs and any and all losses, claims, damages, liabilities, fees, fines, penalties, actions, judgments, suits and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party person (including Borrower or by any Company other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution execution, performance, administration, enforcement or delivery of this Agreement, any other Loan PaperDocument, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, (iv) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower or any other CompanyCompany at any time, or any liability under Environmental Laws Claim or threatened Environmental Claim related in any way to the or any other Company, or (ivv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES(vi) any Environmental Law applicable to Borrower or any Subsidiary or any of their properties, WHETHER OR NOT CAUSED BY OR ARISINGincluding the presence, IN WHOLE OR IN PARTgeneration, OUT OF THE COMPARATIVEstorage, CONTRIBUTORYrelease, OR SOLE NEGLIGENCE OF THE INDEMNITEEthreatened release, use, transport, disposal, arrangement of disposal or treatment of oil, oil and gas wastes, solid wastes or hazardous substances on any of their properties, (vii) the breach or non-compliance by Borrower or any Subsidiary with any Environmental Law applicable to Borrower or any Subsidiary, (viii) the past ownership by Borrower or any Subsidiary of any of their properties or past activity on any of their properties which, though lawful and fully permissible at the time, could result in present liability, (ix) the presence, use, release, storage, treatment, disposal, generation, threatened release, transport, arrangement for transport or arrangement for disposal of oil, oil and gas wastes, solid wastes or hazardous substances on or at any of the properties owned or operated by Borrower or any Subsidiary or any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, (x) any liability pursuant to Environmental Laws or costs of Response related in any way to Borrower or any of its Subsidiaries or (xi) any other environmental, health or safety condition in connection with the Loan Documents; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the gross negligence or willful misconduct of such Indemnitee. For the avoidance of doubt, or (yeach Indemnitee shall be deemed a third party beneficiary of this Agreement. This Section 10.03(b) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower Each of the Borrowers and Guarantors shall indemnify the Administrative Agent Agents (and any sub-agent thereof), the Collateral Agents (and any sub-agent thereof) each Lender, Lender and the L/C IssuersIssuing Bank, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “"Indemnitee”), ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Issuing Bank to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower or any other CompanyCompany at any time, or any liability under Environmental Laws Claim related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower the Borrowers or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower the Borrowers or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan PaperDocument, if Borrower the Borrowers or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C IssuersIssuer, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)Letter of Credit, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, thereto IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) each Lender, the Issuing Bank and the L/C IssuersSynthetic LC Issuing Bank, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related reasonable expenses (including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan PaperDocument, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Issuing Bank or the Synthetic LC Issuing Bank to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower or any other CompanyCompany at any time, or any liability under Environmental Laws Claim related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an a L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower the or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower or any other Company, and regardless of whether any Indemnitee is a party thereto, IN ALL CASESin all cases, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE COMPARATIVEout of the comparative, CONTRIBUTORYcontributory, OR SOLE NEGLIGENCE OF THE INDEMNITEEor sole negligence of the Indemnitee; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the applicable L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party or any of Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either an L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower or any other Company, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.,

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Claim or Environmental Liability related in any way to any member of the or any other CompanyConsolidated Group, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other Companymember of the Consolidated Group, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY 102 OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative the Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersAgent, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Agent to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower The Loan Parties, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), the Lead Arranger, each Lender, Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilitiesactions, judgments, suits, costs (including settlement costs), disbursements and related out-of-pocket fees and expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, counsel) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan PaperDocument, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or hereby, thereby, or related thereto or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either any L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by the Borrower or any other Companyof its Restricted Subsidiaries at any time, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by the Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or a Related Party thereof, or (y) result from disputes solely among Indemnitees not involving any act or omission of any Loan Party or any of their respective Related Parties (other than a dispute against the Administrative Agent, Collateral Agent or any Lead Arranger in their capacities as such); provided, further, that the Loan Parties shall not be required to reimburse the legal fees and expenses of more than one counsel (in addition to one special counsel in each specialty area, up to one local counsel in each applicable local jurisdiction and any additional counsel for an Indemnified Party reasonably deemed appropriate by virtue of potential conflicts of interests incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim brought by Borrower (whether or not any Agent, any Lender or any other Company against an Indemnitee for breach in bad faith such Indemnified Party is a party to any action or proceeding out of which any such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(cexpenses arise), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim).

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemniteelegal counsel, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either an L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or as a result of a material breach by such Indemnitee of is obligations under this Agreement or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.Document,

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either any L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower Environmental Claims or any other Company, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other Companyof its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, thereto IN ALL CASES, CASES WHETHER OR NOT CAUSED BY OR ARISING, ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower any Loan Party or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the any Loan Party or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASESin all cases, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE COMPARATIVEout of the comparative, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEEcontributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower any Loan Party or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the any Loan Party or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASESin all cases, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE COMPARATIVEout of the comparative, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEEcontributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either the L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other CompanyLoan Party, or any liability under Environmental Laws Liability related in any way to the or any other CompanyLoan Party, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by the Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASESin all cases, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE COMPARATIVEout of the comparative, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEEcontributory or sole negligence of the Indemnitee; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrower shall indemnify Administrative hereby agrees to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any sub-agent thereofand all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs but expressly excluding any consequential, special or lost profits damages (collectively, the “Indemnified Liabilities”), each Lenderincurred by Lender Parties or any of them as a result of, and or arising out of, or relating to any act or omission of any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the L/C Issuers, and each Related Party proceeds of any of the foregoing Persons Loans, (each such Person being called an “Indemnitee”)b) the use, againsthandling, and hold each Indemnitee harmless fromrelease, any and all lossesemission, claimsdischarge, damagestransportation, liabilitiesstorage, and related expenses (including the fees, charges, and disbursements treatment or disposal of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from Substance at any property owned or operated leased by Borrower or any other CompanyLoan Party, or (c) any liability under violation of any Environmental Laws related in with respect to conditions at any way property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other CompanyLoan Document by any Lender Party, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower or any other Company, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities, Indemnified Liabilities result solely from (i) the applicable Lender Party’s own gross negligence or related expenses (x) are willful misconduct as finally determined by a court of competent jurisdiction by final and nonappealable in a non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (yii) result from a claim brought by the Borrower or any other Company Loan Party against an Indemnitee a Lender Party for a material breach in bad faith of such IndemniteeLender Party’s obligations hereunder or under any other Loan PaperDocument, if the Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting If and to the provisions extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of Section 4.1(c), each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 15.4 10.5 shall not apply with respect to Taxes other than survive repayment of the Loans, cancellation of the Notes, any Taxes that represent lossesforeclosure under, claimsor any modification, damagesrelease or discharge of, etcany or all of the Collateral Documents and termination of this Agreement. arising from any non-Tax claim.[Solsys Medical] A&R Credit Agreement