Common use of Indemnification by Borrowers Clause in Contracts

Indemnification by Borrowers. The Borrowers shall indemnify each Agent (and any sub-agent thereof), each Lender and each Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (limited, in the case of legal fees and expenses, to the actual reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges of one common counsel for all Indemnitees taken as a whole and, solely in the case of a conflict of interest, one additional conflicts counsel to all affected Indemnitees and, if reasonably necessary, one local counsel in each relevant material jurisdiction to all Indemnitees)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Parent or any of its Restricted Subsidiaries) other than such Indemnitee and its Related Parties to the extent arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrowers or the Restricted Subsidiaries, or any Environmental Liability related in any way to the Borrowers or the Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Parent or any of its Restricted Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (w) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (x) result from a claim brought by Parent or any of its Restricted Subsidiaries against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Credit Document, if Parent or any of its Restricted Subsidiaries has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) result from disputes solely among such Indemnitees (other than claims against an Indemnitee acting in its capacity as the Administrative Agent or Joint Lead Arranger) and not arising out of any act or omission of Sponsor, Parent or any of its Restricted Subsidiaries, or (z) relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrowers. The Borrowers jointly and severally shall indemnify each Administrative Agent (and any sub-agent thereof), each Lender and each the Issuing BankLender, 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 (limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the actual reasonable, documented time charges and invoiced out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one common counsel for all Indemnitees taken as a whole and, solely in the case of a conflict of interest, one additional conflicts counsel to all affected Indemnitees and, if reasonably necessary, one local counsel in each relevant material jurisdiction to all Indemnitees))any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Parent third party or by Borrowers or any of its Restricted Subsidiaries) other than such Indemnitee and its Related Parties to the extent Borrower Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the Issuing Bank Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by the Borrowers or the Restricted any of their respective Subsidiaries, or any Environmental Liability related in any way to the Borrowers or the Restricted any of their respective Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Parent Borrowers or any of its Restricted Subsidiariesother Borrower 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 or related expenses (wx) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (xy) result from a claim brought by Parent or any of its Restricted Subsidiaries Borrower Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document, if Parent or any of its Restricted Subsidiaries such Borrower Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) result from disputes solely among such Indemnitees (other than claims against an Indemnitee acting in its capacity as the Administrative Agent or Joint Lead Arranger) and not arising out of any act or omission of Sponsor, Parent or any of its Restricted Subsidiaries, or (z) relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrowers. The Borrowers shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and Lender, each Issuing BankL/C Issuer, each Arranger, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the actual reasonable, documented time charges and invoiced out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one common counsel for all Indemnitees taken as a whole and, solely in the case of a conflict of interest, one additional conflicts counsel to all affected Indemnitees and, if reasonably necessary, one local counsel in each relevant material jurisdiction to all Indemnitees))any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Parent third party or by any of its Restricted Subsidiaries) other than such Indemnitee and its Related Parties to the extent Loan Party arising out of, in connection with, or as a result of (but limited, in the case of legal fees 154 and expenses, to the Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a special counsel for all Indemnitees taken as a whole in each subject matter area that is material to the interests of such Indemnitees, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of such Indemnitees (which may be a single local counsel acting in multiple material jurisdictions), and solely in the case of a conflict of interest between Indemnitees (where the Indemnitee affected by such conflict of interest informs the Borrowers in writing of such conflict of interest), one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned owned, leased or operated by the Borrowers Company or the Restricted any of its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company or the Restricted any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Parent any Borrower or any of its Restricted Subsidiariesother Loan Party or any Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (w) are determined by a court of competent jurisdiction by final and nonappealable determines in a final-non-appealable judgment to have that any such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or willful misconduct of any Related Indemnified Person of such Indemnitee, (xy) result from a claim brought by Parent or any of its Restricted Subsidiaries against an Indemnitee for material breach of any obligations of such Indemnitee’s obligations hereunder or Indemnitee under any other Credit Document, if Parent Loan Document by such Indemnitee or (z) any of its Restricted Subsidiaries has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) result from disputes dispute solely among Indemnitees or of any Related Indemnified Person of such Indemnitees (Indemnitee other than any claims against an Indemnitee acting in its capacity or in fulfilling its role as the Administrative Agent (and any sub-agent thereof), Lender, L/C Issuer or Joint Lead Arranger) Arranger under any Facility and not other than any claims arising out of any act or omission of Sponsor, Parent the Borrowers or any of their Affiliates. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its Restricted Subsidiariesdirectors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 11.04(b) (zafter the determination of a court of competent jurisdiction) relate if required pursuant to the terms of this Section 11.04(b) shall be paid within twenty Business Days after written demand therefor. The agreements in this Section 11.04(b) shall survive the resignation of the Administrative Agent, the L/C Issuer, the replacement of any Lender and the satisfaction of the Termination Conditions. This Section 11.04(b) shall not apply to Taxes other than except it shall apply to any Taxes that represent losses, claims, damages, etc. arising from any a non-Tax claimclaim (including a value added Tax or similar Tax charged with respect to the supply of legal or other services).

Indemnification by Borrowers. The Borrowers Each Borrower shall indemnify each Administrative Agent (and any sub-agent thereof), Arrangers, each Lender and each Issuing BankLender, 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 (limitedincluding the fees, in the case charges and disbursements of legal any external counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and expenses, to the actual reasonable, documented time charges and invoiced out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one common counsel for all Indemnitees taken as a whole and, solely in the case of a conflict of interest, one additional conflicts counsel to all affected Indemnitees and, if reasonably necessary, one local counsel in each relevant material jurisdiction to all Indemnitees))any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Parent third party or by any Borrower or any of its Restricted Subsidiaries) other than such Indemnitee and its Related Parties to the extent Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) arising out of or relating to any Collateral Property, and any actual or alleged presence or Release release of Hazardous Materials on or from any Collateral Property or any other property owned or operated by the Borrowers any Borrower or the Restricted any of its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Borrower or the Restricted any of its Subsidiaries, (iv) enforcing any obligations of or collecting any payments due from any Loan Party under this Agreement, the other Loan Documents or with respect to the Collateral Properties or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of Debtor Relief Laws; (v) losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA, the Code, any state statute or other similar law that may be necessary in Administrative Agent's sole discretion to correct such prohibited transaction or loan sale and any losses that Administrative Agent or any Lender may incur, directly or indirectly, as a result of a default under Sections 6.08 or 8.17; or (ivvi) 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 Parent any Borrower or any other Loan Party or any of its Restricted SubsidiariesBorrowers' or such Loan Party's directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (wx) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (xy) result from a claim brought by Parent any Borrower or any of its Restricted Subsidiaries other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Credit Loan Document, if Parent any Borrower or any of its Restricted Subsidiaries such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) result from disputes solely among such Indemnitees (other than claims against an Indemnitee acting in its capacity as the Administrative Agent or Joint Lead Arranger) and not arising out of any act or omission of Sponsor, Parent or any of its Restricted Subsidiaries, or (z) relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrowers. The Borrowers Each Borrower shall indemnify each Administrative Agent (and any sub-agent thereof), each Lender and each Issuing BankLender, 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 (limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and expenses, to the actual reasonable, documented time charges and invoiced out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one common counsel for all Indemnitees taken as a whole and, solely in the case of a conflict of interest, one additional conflicts counsel to all affected Indemnitees and, if reasonably necessary, one local counsel in each relevant material jurisdiction to all Indemnitees))any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Parent third party or by any Borrower or any of its Restricted Subsidiaries) other than such Indemnitee and its Related Parties to the extent Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument 137 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 Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) arising out of or relating to any Collateral Property, and any actual or alleged presence or Release release of Hazardous Materials on or from any Collateral Property or any other property owned or operated by the Borrowers any Borrower or the Restricted any of its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Borrower or the Restricted any of its Subsidiaries, (iv) enforcing any obligations of or collecting any payments due from any Loan Party under this Agreement, the other Loan Documents or with respect to the Collateral Properties or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of Debtor Relief Laws; (v) losses incurred in correcting any non-exempt prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA, the Code, any state or local statute or other similar law that may be necessary in Administrative Agent’s sole discretion to correct such prohibited transaction or loan sale and any losses that Administrative Agent or any Lender may incur, directly or indirectly, as a result of a default under Sections 6.8 or 8.17; or (ivvi) 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 Parent any Borrower or any other Loan Party or any of its Restricted SubsidiariesBorrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (wx) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (xy) result from a claim brought by Parent any Borrower or any of its Restricted Subsidiaries other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document, if Parent any Borrower or any of its Restricted Subsidiaries such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) result from disputes solely among such Indemnitees (other than claims against an Indemnitee acting in its capacity as the Administrative Agent or Joint Lead Arranger) and not arising out of any act or omission of Sponsor, Parent or any of its Restricted Subsidiaries, or (z) relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrowers. The Borrowers shall shall, on a joint and several basis, indemnify each Agent (and any sub-agent thereof), each the Lender and each Issuing Bank, and each Related Party of any of the foregoing Persons thereof (each such Person person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (limited, in including the case of legal fees and expenses, to the actual reasonable, documented and invoiced out-of-pocket fees, charges and disbursements and other charges of one common any counsel for all Indemnitees taken as a whole and, solely in the case of a conflict of interest, one additional conflicts counsel to all affected Indemnitees and, if reasonably necessary, one local counsel in each relevant material jurisdiction to all Indemnitees)), any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Parent party hereto or any of its Restricted Subsidiaries) other than such Indemnitee and its Related Parties to the extent third party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document Transaction Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrowers or the Restricted Subsidiaries, or any Environmental Liability related in any way to the Borrowers or the Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Parent or any of its Restricted SubsidiariesBorrower, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (wx) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (xy) result from a claim brought by Parent or any of its Restricted Subsidiaries Borrower against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Transaction Document, if Parent or any of its Restricted Subsidiaries such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) result from disputes solely among such Indemnitees (other than claims against an Indemnitee acting in its capacity as the Administrative Agent or Joint Lead Arranger) and not arising out of any act or omission of Sponsor, Parent or any of its Restricted Subsidiaries, or (z) relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrowers. The Borrowers shall Each Borrower hereby agrees to indemnify each Agent (and any sub-agent thereof), each Lender Party and each Issuing Bankofficer, director, employee and agent thereof (herein individually each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee” and collectively called the “Indemnitees”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities and related reasonable expenses (limitedincluding, in without limitation, reasonable attorneys’ fees) and liabilities (all of the case of legal fees and expenses, to foregoing being herein called the actual reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges of one common counsel for all Indemnitees taken as a whole and, solely in the case of a conflict of interest, one additional conflicts counsel to all affected Indemnitees and, if reasonably necessary, one local counsel in each relevant material jurisdiction to all Indemnitees)), “Indemnified Liabilities”) incurred by any an Indemnitee (a) in connection with or asserted against any Indemnitee by any Person (including Parent or any of its Restricted Subsidiaries) other than such Indemnitee and its Related Parties to the extent arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation use of the transactions contemplated hereby or thereby, (ii) proceeds of any Loan Advance or Letter of Credit hereunder or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented b) in connection with such demand do not strictly comply with the terms or arising out of such Letter of Credit), (iii) any actual or alleged presence or Release release of Hazardous Materials Substances on or from any property owned or operated by the Borrowers or the Restricted Subsidiaries, Company or any Subsidiary or any claim that any Environmental Liability related in any way to the Borrowers or the Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating Law has been breached with respect to any activity or property of the foregoing, whether based on contract, tort Company or any other theorySubsidiary except, whether brought in either case, with respect to taxes, which shall be governed by a third party or by Parent or any of its Restricted SubsidiariesSection 2.17, and regardless except for any portion of whether any Indemnitee is a party thereto; provided, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, expenses or liabilities or related expenses (w) are determined by incurred solely as a court result of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such the applicable Indemnitee. If and to the extent that the foregoing indemnity may be unenforceable for any reason, (x) each 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 this Section shall survive any termination of this Agreement. Notwithstanding the foregoing, the Borrowers shall not be obligated to indemnify any Indemnitee in respect of any Indemnified Liabilities arising as a result from of the Issuing Bank’s failure to pay any Letter of Credit after the presentation to it of a claim brought by Parent or any of its Restricted Subsidiaries against an Indemnitee for material breach request strictly complying with the terms and conditions of such Indemnitee’s obligations hereunder or under any other Credit Document, if Parent or any Letter of its Restricted Subsidiaries has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) result from disputes solely among such Indemnitees (other than claims against an Indemnitee acting in its capacity as the Administrative Agent or Joint Lead Arranger) and not arising out of any act or omission of Sponsor, Parent or any of its Restricted Subsidiaries, or (z) relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimCredit.

Indemnification by Borrowers. The Borrowers shall indemnify each Administrative Agent (and any sub-agent thereof), each Lender and each Issuing BankLender, 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 (limited, in including the case of legal fees and expenses, to the actual reasonable, documented and invoiced reasonable out-of-pocket fees, charges and 110 disbursements and other charges of one common any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all Indemnitees taken as a whole and, solely in the case reasonable fees and time charges and disbursements for attorneys who may be employees of a conflict of interest, one additional conflicts counsel to all affected Indemnitees and, if reasonably necessary, one local counsel in each relevant material jurisdiction to all Indemnitees))any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Parent third party or by any Borrower or any of its Restricted Subsidiaries) other than such Indemnitee and its Related Parties to the extent Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) arising out of or relating to any Collateral Property, and any actual or alleged presence or Release release of Hazardous Materials on or from any Collateral Property or any other property owned or operated by the Borrowers any Borrower or the Restricted any of its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Borrower or the Restricted any of its Subsidiaries, (iv) enforcing any obligations of or collecting any payments due from any Loan Party under this Agreement, the other Loan Documents or with respect to the Collateral Properties or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of Debtor Relief Laws; (v) losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA, the Code, any state statute or other similar law that may be necessary in Administrative Agent’s sole discretion to correct such prohibited transaction or loan sale and any losses that Administrative Agent or any Lender may incur, directly or indirectly, as a result of a default under Sections 6.08 or 8.17; or (ivvi) 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 Parent any Borrower or any other Loan Party or any of its Restricted SubsidiariesBorrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (wx) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (xy) result from a claim brought by Parent any Borrower or any of its Restricted Subsidiaries other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document, if Parent any Borrower or any of its Restricted Subsidiaries such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction (in which case, (y) result from disputes solely among if and to the extent required by such Indemnitees (other than claims against an Indemnitee acting in its capacity as the Administrative Agent or Joint Lead Arranger) and not arising out of judgment, any act or omission of Sponsor, Parent or indemnification payments made by any of its Restricted Subsidiaries, or (z) relate Loan Party with respect to Taxes other than any Taxes that represent such losses, claims, damages, etc. arising from any non-Tax claimliabilities or related expenses shall be promptly reimbursed by the applicable Indemnitee(s)).

Indemnification by Borrowers. The In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrowers shall indemnify each Agent (hereby agree to indemnify, exonerate and any sub-agent thereof)hold Agent, each Lender and each Issuing Bankof the officers, directors, employees, Affiliates and agents of Agent and each Lender (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 “Indemnified Liabilities”), 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”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (limited, in the case of legal fees and expenses, to the actual reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges of one common counsel for all Indemnitees taken as a whole and, solely in the case of a conflict of interest, one additional conflicts counsel to all affected Indemnitees and, if reasonably necessary, one local counsel in each relevant material jurisdiction to all Indemnitees)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Parent or any of its Restricted Subsidiaries) other than such Indemnitee and its Related Parties to the extent arising out of, in connection with, or as a result of (ib) the execution use, handling, release, emission, discharge, transportation, storage, treatment or delivery disposal of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from Substance at any property owned or operated leased by the Borrowers any Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the Restricted Subsidiariesoperations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Environmental Liability related in any way Loan Party or their respective predecessors are alleged to the Borrowers have directly or the Restricted Subsidiaries, indirectly disposed of Hazardous Substances or (ive) any actual the execution, delivery, performance or prospective claim, litigation, investigation or proceeding relating to any enforcement of the foregoing, whether based on contract, tort this Agreement or any other theoryLoan Document by any Lender Party, whether brought by a third party or by Parent or any of its Restricted Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided, such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities or related expenses (w) 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, bad faith negligence or willful misconduct of such Indemnitee, (x) result from a claim brought by Parent or any of its Restricted Subsidiaries against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Credit Document, if Parent or any of its Restricted Subsidiaries has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, (y) result from disputes solely among such Indemnitees (other than claims against an Indemnitee acting Borrowers hereby agree 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 its capacity as this Section 10.5 shall survive repayment of the Administrative Agent Loans, cancellation of the Notes, expiration or Joint Lead Arranger) and not arising out termination of the Letters of Credit, any act or omission of Sponsorforeclosure under, Parent or any modification, release or discharge of, any or all of its Restricted Subsidiaries, or (z) relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthe Collateral Documents and termination of this Agreement.

Indemnification by Borrowers. The Borrowers shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and Lender, each Issuing BankL/C Issuer, each Arranger, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the actual reasonable, documented time charges and invoiced out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one common counsel for all Indemnitees taken as a whole and, solely in the case of a conflict of interest, one additional conflicts counsel to all affected Indemnitees and, if reasonably necessary, one local counsel in each relevant material jurisdiction to all Indemnitees))any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Parent third party or by any of its Restricted Subsidiaries) other than such Indemnitee and its Related Parties to the extent Loan Party arising out of, in connection with, or as a result of (but limited, in the case of legal fees and expenses, to the Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a special counsel for all Indemnitees taken as a whole in each subject matter area that is material to the interests of such Indemnitees, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of such Indemnitees (which may be a single local counsel acting in multiple material jurisdictions), and solely in the case of a conflict of interest between Indemnitees (where the Indemnitee affected by such conflict of interest informs the Borrowers in writing of such conflict of interest), one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned owned, leased or operated by the Borrowers Company or the Restricted any of its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company or the Restricted any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Parent any Borrower or any of its Restricted Subsidiariesother Loan Party or any Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (w) are determined by a court of competent jurisdiction by final and nonappealable determines in a final-non-appealable judgment to have that any such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or willful misconduct of any Related Indemnified Person of such Indemnitee, (xy) result from a claim brought by Parent or any of its Restricted Subsidiaries against an Indemnitee for material breach of any obligations of such Indemnitee’s obligations hereunder or Indemnitee under any other Credit Document, if Parent Loan Document by such Indemnitee or (z) any of its Restricted Subsidiaries has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) result from disputes dispute solely among Indemnitees or of any Related Indemnified Person of such Indemnitees (Indemnitee other than any claims against an Indemnitee acting in its capacity or in fulfilling its role as the Administrative Agent (and any sub-agent thereof), Lender, L/C Issuer or Joint Lead Arranger) Arranger under any Facility and not other than any claims arising out of any act or omission of Sponsor, Parent the Borrowers or any of their Affiliates. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its Restricted Subsidiariesdirectors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 11.04(b) (zafter the determination of a court of competent jurisdiction) relate if required pursuant to the terms of this Section 11.04(b) shall be paid within twenty 151 Business Days after written demand therefor. The agreements in this Section 11.04(b) shall survive the resignation of the Administrative Agent, the L/C Issuer, the replacement of any Lender and the satisfaction of the Termination Conditions. This Section 11.04(b) shall not apply to Taxes other than except it shall apply to any Taxes that represent losses, claims, damages, etc. arising from any a non-Tax claimclaim (including a value added Tax or similar Tax charged with respect to the supply of legal or other services).

Indemnification by Borrowers. The Borrowers shall indemnify each Agent (the Administrative Agent, the Issuing Banks, the Joint Arrangers and any sub-agent thereof), each Lender and each Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (limited, in the case of legal fees and expenses, to the actual reasonable, including reasonable and documented and invoiced out-of-pocket fees, charges and disbursements and other charges of one common any counsel for all Indemnitees taken as a whole and, solely in the case of a conflict of interest, one additional conflicts counsel to all affected Indemnitees and, if reasonably necessary, one local counsel in each relevant material jurisdiction to all Indemnitees))any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Parent or any of its Restricted Subsidiaries) other than such Indemnitee and its Related Parties to the extent arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (therefrom, including any refusal by an Issuing Bank of the foregoing relating to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release release of Hazardous Materials hazardous waste, substance or materials on or from any property owned or operated by the Borrowers or the Restricted its Subsidiaries, or any Environmental Liability environmental liability or violation of any federal, state or local environmental, health or safety law or regulation related in any way to the Borrowers or the Restricted its Subsidiaries, or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory and whether or not any such claim, whether litigation, investigation or proceeding is brought by a third party or by Parent the Borrowers, their equity holders, their Affiliates or any of its Restricted Subsidiaries, and regardless of whether other Person; provided that the Borrowers shall have no obligation hereunder to any Indemnitee is a party thereto; provided, such indemnity shall not, as with respect to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (w) are resulting from the gross negligence or willful misconduct of such Indemnitee or its Related Parties as determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (x) result from a claim brought by Parent or any of its Restricted Subsidiaries against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Credit Document, if Parent or any of its Restricted Subsidiaries has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) result from or disputes that are solely among such between Indemnitees (other than claims against an Indemnitee acting in its capacity as where the Administrative Agent or Joint Lead Arranger) and not arising out of any act or omission of Sponsor, Parent or any of its Restricted Subsidiaries, or (z) relate to Taxes other than any Taxes that represent corresponding losses, claims, damages, etc. arising from liabilities and related expenses do not directly relate to an act or omission by any non-Tax claimBorrower or their Subsidiaries.

Indemnification by Borrowers. The Borrowers shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and Lender, each Issuing BankL/C Issuer, each Arranger, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the actual reasonable, documented time charges and invoiced out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one common counsel for all Indemnitees taken as a whole and, solely in the case of a conflict of interest, one additional conflicts counsel to all affected Indemnitees and, if reasonably necessary, one local counsel in each relevant material jurisdiction to all Indemnitees))any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Parent third party or by any of its Restricted Subsidiaries) other than such Indemnitee and its Related Parties to the extent Loan Party arising out of, in connection with, or as a result of (but limited, in the case of legal fees and expenses, to the Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a special counsel for all Indemnitees taken as a whole in each subject matter area that is material to the interests of such Indemnitees, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of such Indemnitees (which may be a single local counsel acting in multiple material jurisdictions), and solely in the case of a conflict of interest between Indemnitees (where the Indemnitee affected by such conflict of interest informs the Borrowers in writing of such conflict of interest), one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned owned, leased or operated by the Borrowers Company or the Restricted any of its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company or the Restricted any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Parent any Borrower or any of its Restricted Subsidiariesother Loan Party or any Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (w) are determined by a court of competent jurisdiction by final and nonappealable determines in a final-non-appealable judgment to have that any such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or willful misconduct of any Related Indemnified Person of such Indemnitee, (xy) result from a claim brought by Parent or any of its Restricted Subsidiaries against an Indemnitee for material breach of any obligations of such Indemnitee’s obligations hereunder or Indemnitee under any other Credit Document, if Parent Loan Document by such Indemnitee or (z) any of its Restricted Subsidiaries has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) result from disputes dispute solely among Indemnitees or of any Related Indemnified Person of such Indemnitees (Indemnitee other than any claims against an Indemnitee acting in its capacity or in fulfilling its role as the Administrative Agent (and any sub-agent thereof), Lender, L/C Issuer or Joint Lead Arranger) Arranger under any Facility and not other than any claims arising out of any act or omission of Sponsor, Parent the Borrowers or any of their Affiliates. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its Restricted Subsidiariesdirectors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 11.04(b) (zafter the determination of a court of competent jurisdiction) relate if required pursuant to the terms of this Section 11.04(b) shall be paid within twenty Business Days after written demand therefor. The agreements in this Section 11.04(b) shall survive the resignation of the Administrative Agent, the L/C Issuer, the replacement of any Lender and the satisfaction of the Termination Conditions. This Section 11.04(b) shall not apply to Taxes other than except it shall apply to any Taxes that represent losses, claims, damages, etc. arising from any a non-Tax claimclaim (including a value added Tax or similar Tax charged with respect to the supply of legal or other services).