Common use of Indemnification by the Borrowers Clause in Contracts

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any outside counsel for any Indemnitee which, in the case of the Lenders, other than the Administrative Agent and its Affiliates, shall be limited to one firm of outside counsel for all such Lenders), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers 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 Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any other Credit Party, or any Environmental Liability related in any way to the Borrowers or any other Credit Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Credit Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers or any other Credit Parties against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such other Credit Parties has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 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 the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender Lender, each Arranger, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any outside counsel for any Indemnitee whichIndemnitee; provided that reimbursement of fees, in the case charges and disbursements of the Lenders, other than the Administrative Agent and its Affiliates, counsel shall be limited to one firm of outside primary counsel for all Indemnitees together and, if reasonably required by such LendersIndemnitees, local or specialist counsel (unless there is an actual or perceived conflict of interest that requires separate representation for any Indemnitees, in which case those Indemnitees similarly affected shall, as a whole, be entitled to one separate counsel)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Credit Loan Party arising out of, in connection with, or as a result of (i) the i)the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, 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 each of its Related Parties only, the administration of this Agreement and the other Loan Documents, ; (ii) any ii)any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the 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 iii)any actual or alleged presence or release Release of Hazardous Materials on at, on, under or emanating from any property owned owned, leased or operated by the Borrowers any Loan Party or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Loan Party or any other Credit Party, of its Subsidiaries; or (iv) any iv)any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Credit Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any such Indemnitee is a party thereto; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the (A)the gross negligence or willful misconduct of such Indemnitee or (B)any material breach of the obligations of such Indemnitee under the Loan Documents, or (y) result from a claim any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by the Borrowers or any other Credit Parties against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under against another Indemnitee (other than disputes involving claims against any other Loan Document, if the Borrowers or such other Credit Parties has obtained a final and nonappealable judgment Agent in its favor on such claim capacity as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(csuch), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, the L/C Issuer, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actual losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, disbursements and other charges and disbursements of any outside (A) one primary counsel for any Indemnitee whichthe Indemnitees (taken as a whole), (B) if reasonably requested by the Administrative Agent, one local counsel in each relevant jurisdiction, (C) one reasonably necessary special or regulatory counsel in each reasonably necessary specialty and (D) in the case of any actual or perceived conflict of interest with respect to any of the Lenderscounsel identified in clauses (A) through (C) above, other than one additional counsel to each group of affected Persons similarly situated, taken as a whole (which in the Administrative Agent and its Affiliates, case of clause (C) shall be limited allow for up to one firm of outside additional counsel for all such Lendersin each relevant specialty)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Person (including any Borrower or any other Credit Party Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-sub agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Commitment or any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers any Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding (or any settlement of any of the foregoing) relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers any Borrower or any other Credit Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any such Indemnitee is a party theretothereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated; 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 negligence, breach in bad faith or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by the Borrowers any Borrower or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers such Borrower or such other Credit Parties has Loan Party have obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction or (z) result from a claim not involving an act or omission of a Borrower and that is brought by an Indemnitee against another Indemnitee (other than against an Arranger or the Administrative Agent in their capacities as such). Without limiting the provisions of Section 3.01(c), paragraph (b) of this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall shall, within 30 days following written demand therefor, indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the expenses, including, but not limited to, reasonable and documented fees, disbursements and other charges and disbursements of any outside one firm of counsel for any Indemnitee whichall such Indemnitees (and, if reasonably necessary, one firm of local counsel in each relevant material jurisdiction) (and, in the case of an actual or perceived conflict of interest, where the LendersIndemnitee affected by such conflict informs the Partnership of such conflict, other than the Administrative Agent and its Affiliates, shall be limited to of one additional firm of outside counsel for all such Lenders(and local counsel) in each relevant material jurisdiction to each group of similarly affected Indemnitees), incurred by any Indemnitee Indemnitee, or asserted against any Indemnitee by any third party or by the Borrowers Person (including either Borrower or any other Credit Party Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, 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 each of its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged threatened presence or release of Hazardous Materials on at, on, under or emanating from any property owned or operated by the Borrowers either Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers either Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers either Borrower or any other Credit Loan Party or any of such Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any such Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided 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 negligence, bad faith or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by the Borrowers either Borrower or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers such Borrower or such other Credit Parties Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of a Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall The foregoing indemnity will not apply with respect to Taxes Taxes, other than any Taxes that represent losses, claims, damages, etc. arising liabilities or related expenses from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers Company and each Borrower (jointly and severally) shall indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of any outside (i) one counsel for any Indemnitee whichthe Administrative Agent and Bank of America, as Arranger, taken together, (ii) one counsel for the Lenders and the L/C Issuers, taken together, (iii) if the Administrative Agent deems it necessary, one local counsel in each relevant jurisdiction, and (iv) in the case of any actual or perceived conflict of interest with respect to any of the Lenderscounsel identified in clauses (i) through (iii) above, other than one additional counsel for each group of affected persons similarly situated, taken as a whole (which in the case of clause (iii) will, if the Administrative Agent and its Affiliatesdeems it necessary, shall be limited allow for up to one firm of outside additional counsel for all such Lendersin each relevant jurisdiction)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Company or any other Credit Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Commitment, Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the applicable L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Company, any Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company, any Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers Company or any other Credit Loan Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by the Borrowers Company or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers Company or such other Credit Parties Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) arise out of a dispute solely between or among Indemnitees that does not involve an act or omission by any Loan Party or any Loan Party’s Affiliates, other than any action, suit, proceeding or claim against any Indemnitee in its capacity or in fulfilling its role as an agent, arranger, L/C issuer, swing lender or similar role under hereunder or under any other Loan Document. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of any outside one counsel for the Administrative Agent and one counsel for the other Indemnitees, taken together, absent a conflict of interest, and any Indemnitee whichnecessary local or foreign counsel (limited to one or, in the case of the Lendersa conflict of interest, other than the Administrative Agent two such local or foreign counsel in each jurisdiction), and its Affiliates, shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be limited to one firm employees of outside counsel for all such Lenders)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Holdings, the Borrowers or any other Credit Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers a Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers a Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers a Borrower or any other Credit Loan Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available (A) 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 negligence, bad faith (including, without limitation, a material breach by such Indemnitee of its obligations under this Agreement or under any other Loan Document) or willful misconduct of such Indemnitee or (yB) result from in the case of disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent or the Arranger (in each case, in its capacity as such) by the Borrowers other Indemnitees, the Administrative Agent or any the Arranger (in each case, in its capacity as such), as applicable, shall be entitled (subject to the other Credit Parties against an Indemnitee for breach limitations and exceptions set forth in bad faith this proviso) to the benefit of such Indemnitee’s obligations hereunder indemnities) not relating to or under in connection with acts or omissions by Holdings, any Borrower, any other Loan Document, if Party or any of the Borrowers or such other Credit Parties has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictiontheir respective Affiliates. Without limiting the provisions of This Section 3.01(c), this Section 10.04(b11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. losses or damages arising from any non-Tax claim; provided, however, for the avoidance of doubt, (A) this Section 11.04(b) shall not apply to Indemnified Taxes or Other Taxes covered by Section 3.01 or Excluded Taxes imposed on any payment of interest or fees and (B) the amount of Taxes that represent losses or damages from any non-Tax claim shall take into account whether (and to what extent) the Indemnitee is entitled to take a deduction in respect of the payment of the non-Tax claim and whether (and to what extent) the receipt of the indemnity payment by such Indemnitee is taxable to such Indemnitee.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender Lender, each Arranger, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any outside counsel for any Indemnitee whichIndemnitee; provided that reimbursement of fees, in the case charges and disbursements of the Lenders, other than the Administrative Agent and its Affiliates, counsel shall be limited to one firm of outside primary counsel for all Indemnitees together and, if reasonably required by such LendersIndemnitees, local or specialist counsel (unless there is an actual or perceived conflict of interest that requires separate representation for any Indemnitees, in which case those Indemnitees similarly affected shall, as a whole, be entitled to one separate counsel)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Credit Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, 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 each of its Related Parties only, the administration of this Agreement and the other Loan Documents, ; (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), ; (iii) any actual or alleged presence or release Release of Hazardous Materials on at, on, under or emanating from any property owned owned, leased or operated by the Borrowers any Loan Party or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Loan Party or any other Credit Party, of its Subsidiaries; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Credit Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any such Indemnitee is a party thereto; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan Documents, or (y) result from a claim any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by the Borrowers or any other Credit Parties against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under against another Indemnitee (other than disputes involving claims against any other Loan Document, if the Borrowers or such other Credit Parties has obtained a final and nonappealable judgment Agent in its favor on such claim capacity as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(csuch), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers Administrative Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including including, without limitation, the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of any outside one counsel for any Indemnitee whichall Indemnified Parties taken as a whole and, if reasonably necessary, a single local counsel for all Indemnified Parties taken as a whole in each relevant jurisdiction and, solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the Lenders, other than the Administrative Agent and its Affiliates, shall be limited to one firm of outside counsel for all such Lendersaffected Indemnified Parties similarly situated taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Person (including any Borrower or any other Credit Party Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) any aspect of the Transaction and any of the other transactions contemplated thereby (other than an action brought by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated in its capacity as investment adviser for the shareholders (prior to the Closing Date) of the Company), (ii) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, 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 each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (iiiii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiiiv) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers any Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Borrower or any other Credit Partyof its Subsidiaries, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers any Borrower or any other Credit Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any such 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 (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 Related Party of such Indemnitee, (yB) result from a claim brought by the Borrowers any Borrower or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers such Borrower or such other Credit Parties Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction or (C) arise from disputes solely among Indemnitees or any Related Parties that do not involve (x) an act or omission by the Administrative Borrower or any of its Affiliates or (y) any claim against an Indemnitee or its Related Parties in its capacity or in fulfilling its role as Administrative Agent, L/C Issuer, Swing Line Lender, arranger, book manager or similar role. Without limiting the provisions of Section 3.01(c), this Section 10.04(b11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-non Tax claim.

Indemnification by the Borrowers. The Borrowers Company and each Borrower (jointly and severally) shall indemnify the Administrative Agent (and any sub-agent thereof), the Arranger and each Lender Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of any outside (i) one counsel for any Indemnitee whichthe Administrative Agent and Bank of America, as Arranger, taken together, (ii) one counsel for the Lenders, taken together, (iii) if the Administrative Agent deems it necessary, one local counsel in each relevant jurisdiction, and (iv) in the case of any actual or perceived conflict of interest with respect to any of the Lenderscounsel identified in clauses (i) through (iii) above, other than one additional counsel for each group of affected persons similarly situated, taken as a whole (which in the case of clause (iii) will, if the Administrative Agent and its Affiliatesdeems it necessary, shall be limited allow for up to one firm of outside additional counsel for all such Lendersin each relevant jurisdiction)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Company or any other Credit Loan Party arising out of, in 100 connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Commitment or Term Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Company, any Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company, any Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers Company or any other Credit Loan Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by the Borrowers Company or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers Company or such other Credit Parties Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) arise out of a dispute solely between or among Indemnitees that does not involve an act or omission by any Loan Party or any Loan Party’s Affiliates, other than any action, suit, proceeding or claim against any Indemnitee in its capacity or in fulfilling its role as an agent, arranger or similar role under hereunder or under any other Loan Document. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each 169 Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any outside counsel for any Indemnitee which, in the case of the Lenders, other than the Administrative Agent and its Affiliates, (which shall be limited to one firm (1) counsel to the Administrative Agent and the Lenders, unless (x) the interests of outside the Administrative Agent and the Lenders are sufficiently divergent, in which case one (1) additional counsel may be appointed, and (y) if the interests of any Lender or group of Lenders (other than all of the Lenders) are distinctly or disproportionately affected, one (1) additional counsel for all such Lender or group of Lenders)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers either Borrower or any other Credit Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, 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 each of its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan (including any Swingline Loan) or Letter of Credit or Credit, the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or any participation in a 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 U.S. Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers U.S. Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers either Borrower or any other Credit Loan Party or any of the Borrower's or such Loan Party's directors, shareholders or creditors, and regardless of whether any such Indemnitee is a party theretothereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided 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 Indemnitee, (y) result from a claim brought by the Borrowers a Borrower or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan Document, if the Borrowers such Borrower or such other Credit Parties Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) arise from claims of any of the Lenders solely against one or more other Lenders (and not by one or more Lenders against Administrative Agent or one or more of the other Agents) that have not resulted from the action, inaction, participation or contribution of the Borrower or its Subsidiaries or other Affiliates or any of their respective officers, directors, stockholders, partners, members, employees, agents, representatives or advisors. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) No Indemnitee shall not apply with respect to Taxes other than be liable for any Taxes that represent losses, claims, damages, etc. damages arising from the use by others of any non-Tax claiminformation or other materials obtained through IntraLinks or other similar information transmissions systems in connection with this Agreement.

Indemnification by the Borrowers. The Borrowers shall shall, within 30 days following written demand therefor, indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the expenses, including, but not limited to, reasonable and documented fees, disbursements and other charges and disbursements of any outside one firm of counsel for any Indemnitee whichall such Indemnitees (and, if reasonably necessary, one firm of local counsel in each relevant material jurisdiction) (and, in the case of an actual or perceived conflict of interest, where the LendersIndemnitee affected by such conflict informs the Partnership of such conflict, other than the Administrative Agent and its Affiliates, shall be limited to of one additional firm of outside counsel for all such Lenders(and local counsel) in each relevant material jurisdiction to each group of similarly affected Indemnitees), incurred by any Indemnitee Indemnitee, or asserted against any Indemnitee by any third party or by the Borrowers Person (including either Borrower or any other Credit Party Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, 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 each of its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged threatened presence or release of Hazardous Materials on at, on, under or emanating from any property owned or operated by the Borrowers either Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers either Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers either Borrower or any other Credit Loan Party or any of such Xxxxxxxx’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any such Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such - 130 - NAI-1535672020v11535672020v8 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 negligence, bad faith or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by the Borrowers either Borrower or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers such Borrower or such other Credit Parties Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of a Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall The foregoing indemnity will not apply with respect to Taxes Taxes, other than any Taxes that represent losses, claims, damages, etc. arising liabilities or related expenses from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers Company and each Borrower (jointly and severally) shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements 157 of any outside (i) one counsel for any Indemnitee whichthe Administrative Agent and the Arranger, taken together, (ii) one counsel for the Lenders and the L/C Issuers, taken together, (iii) if the Administrative Agent deems it necessary, one local counsel in each relevant jurisdiction, and (iv) in the case of any actual or perceived conflict of interest with respect to any of the Lenderscounsel identified in clauses (i) through (iii) above, other than one additional counsel for each group of affected persons similarly situated, taken as a whole (which in the case of clause (iii) will, if the Administrative Agent and its Affiliatesdeems it necessary, shall be limited allow for up to one firm of outside additional counsel for all such Lendersin each relevant jurisdiction)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Company or any other Credit Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the applicable L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Company, any Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company, any Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers Company or any other Credit Loan Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by the Borrowers Company or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers Company or such other Credit Parties Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) arise out of a dispute solely between or among Indemnitees that does not involve an act or omission by any Loan Party or any Loan Party’s Affiliates, other than any action, suit, proceeding or claim against any Indemnitee in its capacity or in fulfilling its role as an agent, arranger, L/C issuer, swing lender or similar role under hereunder or under any other Loan Document. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof)hold harmless each Arranger, each Lender Agent-Related Person, each Lender, each L/C Issuer, each of their respective Affiliates and each Related Party of any partner, director, officer, employee, counsel, agent and representative of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any outside counsel for any Indemnitee whichand, in the case of any funds, trustees and advisors and attorneys-in-fact (collectively, the “Indemnitees”) from and against (and will reimburse each Indemnitee, as and when incurred, for) any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursements, and reasonable and documented and invoiced out-of-pocket fees and expenses (including the reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges of (i) one counsel to the Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict obtains the consent of the Borrowers and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee in each relevant jurisdiction material to the interests of the Lenders, other than and (iii) if reasonably necessary, one local counsel in each jurisdiction material to the Administrative Agent interests of the Indemnitees (which may include a single special counsel acting in multiple jurisdictions) and its Affiliates, shall be limited to one firm of outside special counsel for all such Lenders)each relevant specialty) of any kind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee or asserted or awarded against any such Indemnitee by in any third party way relating to or arising out of or in connection with or by the Borrowers reason of (x) any actual or threatened (in writing) claim, litigation, investigation or proceeding in any other Credit Party way relating to, arising out of, in connection withwith or by reason of any of the following, whether based on contract, tort or any other theory (including any investigation of, preparation for, or as a result defense of any pending or threatened claim, investigation, litigation or proceeding): (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby thereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan Documents, (iib) any Commitment, Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the 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); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, disbursements, fees or related expenses are determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Affiliates or controlling persons or any of the officers, directors, employees, agents, advisors, or members of any of the foregoing, (iiiB) a material breach of the Loan Documents by such Arranger, Agent-Related Person, Lender, L/C Issuer (or any of their respective Affiliates, partners, directors, officers, employees, counsel, agents and representatives), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or (C) any dispute that is among Indemnitees (other than any dispute involving claims against the Administrative Agent, any Arranger or any other Agent or any L/C Issuer, in each case in their respective capacities as such) that, in the case of (A), (B) or (C) a court of competent jurisdiction has determined in a final and non-appealable judgment did not involve actions or omissions of any direct or indirect parent or controlling person of the Borrowers or their Subsidiaries; or (y) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrowers any Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers extent related to any Borrower or any other Credit Partyof its Subsidiaries ((x) and (y), or (iv) any actual or prospective claimcollectively, litigationthe “Indemnified Liabilities”), investigation or proceeding relating to any of the foregoingin all cases, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Credit Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence negligence, bad faith 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 the Platform or other information transmission systems (yincluding electronic telecommunications) result from a claim brought by the Borrowers or any other Credit Parties against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such other Credit Parties has obtained a final and nonappealable judgment in its favor on such claim as connection with this Agreement unless determined by a court of competent jurisdiction. Without limiting jurisdiction in a final and non-appealable judgment to have resulted from the provisions gross negligence, bad faith or willful misconduct of Section 3.01(csuch Indemnitee, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that such waiver of special, punitive, indirect or consequential damages shall not limit the indemnification obligations of the Loan Parties under this Section 10.04(b) 10.05. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee or any other Person, and whether or not any Indemnitee is otherwise a party thereto. Should any investigation, litigation or proceeding be settled, or if there is a judgment in any such investigation, litigation or proceeding, the Borrowers shall indemnify and hold harmless each Indemnitee in the manner set forth above; provided that the Borrowers shall not be liable for any settlement effected without the Borrower Representative’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). All amounts due under this Section 10.05 shall be payable within 30 days after demand therefor. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 10.05 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising ., that arise from any non-Tax claimclaim described above.

Indemnification by the Borrowers. The Borrowers shall Each Borrower shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses (including in the case of fees, disbursements and other charges of counsel, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of any outside one firm of counsel for any Indemnitee whichall such Indemnitees, taken as a whole and, if necessary, of a single local counsel in each appropriate jurisdiction for all such Indemnitees, taken as a whole (and, in the case of a conflict of interest where the LendersIndemnitee affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, other than the Administrative Agent and its Affiliates, shall be limited to one of another firm of outside counsel for all such Lendersaffected Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrowers Company or any other Credit Party 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 Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers any Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers Company or any other Credit Loan Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers Company or any other Credit Parties Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if or (z) arising out of any claim, litigation, investigation or proceeding that does not involve an act or omission of the Borrowers or such any of their affiliates and that is brought by an Indemnitee against any other Credit Parties has obtained a final and nonappealable judgment Indemnitee (other than the Arranger or the Administrative Agent, in its favor on such claim as determined by a court of competent jurisdictioneach case, in their respective capacities). Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers Company and each Borrower (jointly and severally) shall indemnify the Administrative Agent (and any sub-agent thereof), the Arranger and each Lender Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of any outside (i) one counsel for any Indemnitee whichthe Administrative Agent and Bank of America, as Arranger, taken together, (ii) one counsel for the Lenders, taken together, (iii) if the Administrative Agent deems it necessary, one local counsel in each relevant jurisdiction, and (iv) in the case of any actual or perceived conflict of interest with respect to any of the Lenderscounsel identified in clauses (i) through (iii) above, other than one additional counsel for each group of affected persons similarly situated, taken as a whole (which in the case of clause (iii) will, if the Administrative Agent and its Affiliatesdeems it necessary, shall be limited allow for up to one firm of outside additional counsel for all such Lendersin each relevant jurisdiction)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Company or any other Credit Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Commitment or Term Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release 104 of Hazardous Materials on or from any property owned or operated by the Borrowers Company, any Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company, any Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers Company or any other Credit Loan Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by the Borrowers Company or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers Company or such other Credit Parties Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) arise out of a dispute solely between or among Indemnitees that does not involve an act or omission by any Loan Party or any Loan Party’s Affiliates, other than any action, suit, proceeding or claim against any Indemnitee in its capacity or in fulfilling its role as an agent, arranger or similar role under hereunder or under any other Loan Document. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any (i) one primary counsel to the Indemnitees, taken as a whole, (ii) one firm of local counsel to the Indemnitees, taken as a whole, in each appropriate jurisdiction (which may include a single firm of outside counsel for any Indemnitee whichacting in multiple jurisdictions), and (iii) in the case of the Lendersany actual or perceived conflict of interest, other than the Administrative Agent and its Affiliatesone additional counsel to each group of similarly situated Indemnitees, shall be limited to one firm of outside counsel for all such Lenders), taken as a whole) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers any Borrower or any other Credit Loan Party arising out of, in connection with, or as a result of (iA) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunderthereunder (including any Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, that such Indemnitee reasonably believes is made by any Responsible Officer of the applicable Loan Party), the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan Documents, (iiB) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiiC) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers any Borrower or any other Credit PartyMaterial Subsidiary, or any Environmental Liability related in any way to the Borrowers any Borrower or any other Credit Partyof its Material Subsidiaries, or (ivD) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers any Borrower or any other Credit Loan Party or any of such Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any such Indemnitee is a party thereto; provided that provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee Indemnitee, or (y) result from a claim brought material breach of the obligations of such Indemnitee under the Loan Documents, or (2) arise out of disputes between and among Indemnitees not involving an act or omission by the Borrowers Company or any of its Subsidiaries or Affiliates (other Credit Parties than in connection with any proceeding brought against an any such Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such other Credit Parties has obtained a final and nonappealable judgment solely in its favor on such claim as determined by a court capacity as, or in the fulfillment of competent jurisdictionits role as, the Administrative Agent, an Arranger or other similar role under the Loan Documents). Without limiting the provisions of This Section 3.01(c), this Section 10.04(b11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any a non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any outside one counsel for any Indemnitee whichthe Indemnitees taken as a whole and, solely in the case of an actual or perceived conflict of interest, one additional counsel to all affected Indemnitees take as a whole, where the LendersIndemnitees affected by such conflict notify Holdings of the existence of such conflict and, other than the Administrative Agent and its Affiliatesif reasonably necessary, shall be limited of one local counsel in any relevant jurisdiction to one firm of outside counsel for all such LendersIndemnitees, taken as a whole and solely in the case of such conflict of interest, one additional local counsel to all affected Indemnitees taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Person (including either Borrower or any other Credit Party 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, delivery or delivery enforcement of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, 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 each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Materials on at, on, under or emanating from any property owned owned, leased or operated by the Borrowers Term Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Term Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers a Borrower or any other Credit Loan Party or any of such Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) (1) 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 of any of its controlled or controlling Related Parties) or (y2) result from a claim brought by the Borrowers a Borrower or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers such Borrower or such other Credit Parties Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (y) result from any proceeding, claim, counterclaim or other action brought by an Indemnitee against another Indemnitee relating to disputes solely among such Indemnitees and not arising out of any act or omission of any Loan Party or any Subsidiary, excluding proceedings, claims, counterclaims and other actions against an Indemnitee acting in its capacity as Administrative Agent, Arranger, Original Arranger, Co-Syndication Agent, Original Co-Syndication Agent or L/C Issuer. Without limiting the provisions of This Section 3.01(c), this Section 10.04(b11.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. liabilities and expenses arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any outside counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee which, in the case from all fees and time charges and disbursements for attorneys who may be employees of the Lenders, other than the Administrative Agent and its Affiliates, shall be limited to one firm of outside counsel for all such Lenders)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Credit Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any other Credit Partyof their Subsidiaries, or any Environmental Liability related in any way to the Borrowers or any other Credit Partyof their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Credit Loan Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such other Credit Parties has Loan Party have obtained a final and nonappealable judgment in its or their favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers Each Loan Party shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender other Secured Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmless each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of any outside counsel (limited to reasonable fees, disbursements and other charges of one primary counsel for any Indemnitee whichall Indemnitees, taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees, taken as a whole, and one firm of special regulatory counsel for all Indemnitees, taken as a whole (and, in the case of an actual or potential conflict of interest, where an Indemnitee affected by such conflict informs the LendersBorrower Agent of such conflict and thereafter retains its own counsel, other than the Administrative Agent and its Affiliatesof another firm of counsel for such affected Indemnitee and, shall be limited to if necessary, one firm of outside local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected Indemnitee and one firm of special regulatory counsel for all such Lendersaffected Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Credit Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 4.01), (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers any Loan Party or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Loan Party or any other Credit Partyof its Subsidiaries, (iv) any claims of, or amounts paid by any Secured Party to, a Controlled Account Bank or other Person which has entered into a control agreement with any Secured Party hereunder or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Credit Loan Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers or any other Credit Parties against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such other Credit Parties has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 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 the Borrowers. The Borrowers Company and each Borrower (jointly and severally) shall indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, each Lender 157 Xxxxxx and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of any outside (i) one counsel for any Indemnitee whichthe Administrative Agent and Bank of America, as Arranger, taken together, (ii) one counsel for the Lenders and the L/C Issuers, taken together, (iii) if the Administrative Agent deems it necessary, one local counsel in each relevant jurisdiction, and (iv) in the case of any actual or perceived conflict of interest with respect to any of the Lenderscounsel identified in clauses (i) through (iii) above, other than one additional counsel for each group of affected persons similarly situated, taken as a whole (which in the case of clause (iii) will, if the Administrative Agent and its Affiliatesdeems it necessary, shall be limited allow for up to one firm of outside additional counsel for all such Lendersin each relevant jurisdiction)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Company or any other Credit Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Commitment, Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the applicable L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Company, any Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company, any Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers Company or any other Credit Loan Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by the Borrowers Company or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers Company or such other Credit Parties Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) arise out of a dispute solely between or among Indemnitees that does not involve an act or omission by any Loan Party or any Loan Party’s Affiliates, other than any action, suit, proceeding or claim against any Indemnitee in its capacity or in fulfilling its role as an agent, arranger, L/C issuer, swing lender or similar role under hereunder or under any other Loan Document. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify and hold harmless the Administrative Agent (and Agent, any sub-agent thereof)Supplemental Administrative Agent, the Collateral Agent, each Lender Lender, each Lead Arranger, each Joint Bookrunner and their respective Affiliates, along with the branches, directors, officers, directors, employees, agents, advisors, partners, shareholders, trustees, controlling persons, and other representatives of each Related Party of any of the foregoing Persons (each such Person being called an collectively, the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses and related expenses disbursements (including the reasonable and documented fees, charges and disbursements Attorney Costs) of any outside counsel for kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee whichin any way relating to or arising out of or in connection with (but limited, in the case of legal fees and expenses, to the LendersAttorney Costs of one counsel to all Indemnitees taken as a whole and, other than the Administrative Agent and its Affiliatesif reasonably necessary, shall be limited to one firm of outside a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of such LendersIndemnitees (which may be a single local counsel acting in multiple material jurisdictions), incurred and solely in the case of an actual or potential conflict of interest between Indemnitees (where the Indemnitee affected by any Indemnitee or asserted against any Indemnitee by any third party or by such conflict of interest informs the Borrowers or any other Credit Party arising out ofBorrower Representative in writing of such conflict of interest), one additional counsel in connection with, or each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a result of whole), (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby thereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby thereby (including the reliance in good faith by any Indemnitee on any notice purportedly given by or thereby, or, in the case on behalf of the Administrative Agent Parent, Borrower Representative or any Loan Party), (and any sub-agent thereofb) and each of its Related Parties only, the administration of this Agreement and the other Loan Documents, Transaction, (iic) any Commitment, Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom therefrom, (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiid) any actual or alleged presence or release of of, or exposure to, any Hazardous Materials on or from any property currently or formerly owned or operated by the Borrowers or any other Credit Loan Party, or any Environmental Claim or Environmental Liability arising out of the activities or operations of or otherwise related in any way to the Borrowers or any other Credit Loan Party, or or (ive) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by the Borrowers defense of any pending or any other Credit Partythreatened claim, investigation, litigation or proceeding) and regardless of whether any such Indemnitee is a party thereto; (all the foregoing, collectively, the “Indemnified Liabilities”); 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 determines in a final and nonappealable non-appealable judgment to have that any such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (i) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or of any Related Indemnified Person of such Indemnitee, (yii) result from a claim brought material breach of any obligations of such Indemnitee under any Loan Document by such Indemnitee or Related Indemnified Person, or (iii) any dispute solely among Indemnitees or of any Related Indemnified Person of such Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent, the Collateral Agent or a Lead Arranger (or other Agent role) under the Facility and other than any claims arising out of any act or omission of the Borrowers or any of their Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 10.05 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, the Borrowers shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other Credit Parties against an Indemnitee for breach materials obtained through Xxxxxxx Datasite One, Intralinks/Intra Agency, Syndtrak or other similar information transmission systems in connection with this Agreement, except to the extent resulting from the willful misconduct, bad faith or gross negligence of such Indemnitee’s obligations hereunder Indemnitee or under any other Loan Document, if the Borrowers or such other Credit Parties has obtained Related Indemnified Person (as determined by a final and nonappealable non-appealable judgment in its favor on such claim as determined by of a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.04(b10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, 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 10.05 (after the determination of a court of competent jurisdiction, if required pursuant to the terms of this Section 10.05) shall be paid within twenty Business Days after written demand therefor. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent or the Collateral Agent, replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 10.05 shall not apply with respect to Taxes other than Taxes, 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). For the avoidance of doubt and without limiting the foregoing obligations in any manner, neither Xxxxxxx Xxxxxx, nor any other Affiliate of the Borrowers (other than Holdings, Parent, the Borrowers, and its Restricted Subsidiaries) shall have any liability under this Section 10.05, and each is hereby released from any liability arising from the Transactions or any other transaction explicitly permitted (or not prohibited) by the Loan Documents.

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any outside one counsel for any Indemnitee whichthe Indemnitees taken as a whole and, solely in the case of an actual or perceived conflict of interest, one additional counsel to all affected Indemnitees take as a whole, where the LendersIndemnitees affected by such conflict notify Holdings of the existence of such conflict and, other than the Administrative Agent and its Affiliatesif reasonably necessary, shall be limited of one local counsel in any relevant jurisdiction to one firm of outside counsel for all such LendersIndemnitees, taken as a whole and solely in the case of such conflict of interest, one additional local counsel to all affected Indemnitees taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Person (including either Borrower or any other Credit Party 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, delivery or delivery enforcement of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, 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 each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Materials on at, on, under or emanating from any property owned owned, leased or operated by the Borrowers Term Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Term Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers a Borrower or any other Credit Loan Party or any of such Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) (1) 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 (y2) result from a claim brought by the Borrowers a Borrower or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers such Borrower or such other Credit Parties Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (y) result from any proceeding, claim, counterclaim or other action brought by an Indemnitee against another Indemnitee relating to disputes solely among such Indemnitees and not arising out of any act or omission of any Loan Party or any Subsidiary, excluding proceedings, claims, counterclaims and other actions against an Indemnitee acting in its capacity as Administrative Agent, Arranger or L/C Issuer. Without limiting the provisions of This Section 3.01(c), this Section 10.04(b11.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. liabilities and expenses arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any outside one counsel for any Indemnitee whichthe Indemnitees taken as a whole and, solely in the case of an actual or perceived conflict of interest, one additional counsel to all affected Indemnitees take as a whole, where the LendersIndemnitees affected by such conflict notify Holdings of the existence of such conflict and, other than the Administrative Agent and its Affiliatesif reasonably necessary, shall be limited of one local counsel in any relevant jurisdiction to one firm of outside counsel for all such LendersIndemnitees, taken as a whole and solely in the case of such conflict of interest, one additional local counsel to all affected Indemnitees taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Person (including any Borrower or any other Credit Party 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, delivery or delivery enforcement of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, 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 each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Materials on at, on, under or emanating from any property owned owned, leased or operated by the Borrowers a Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers a Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers a Borrower or any other Credit Loan Party or any of such Xxxxxxxx’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) (1) 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 of any of its controlled or controlling Related Parties) or (y2) result from a claim brought by the Borrowers a Borrower or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers such Borrower or such other Credit Parties Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (y) result from any proceeding, claim, counterclaim or other action brought by an Indemnitee against another Indemnitee relating to disputes solely among such Indemnitees and not arising out of any act or omission of any Loan Party or any Subsidiary, excluding proceedings, claims, counterclaims and other actions against an Indemnitee acting in its capacity as Administrative Agent, Arranger, Original Arranger, Co-Syndication Agent, Original Co-Syndication Agent or L/C Issuer. Without limiting the provisions of This Section 3.01(c), this Section 10.04(b11.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. liabilities and expenses arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify and hold harmless the Administrative Agent (and any sub-agent thereof)Agent, the Arrangers, each Lender Lender, each L/C Issuer and each Related Party of any of the foregoing their respective Affiliates, officers, directors, partners, members, employees, agents and Controlling Persons (each such Person being called an “IndemniteeIndemnified Party”) against, from and hold against (and will reimburse each Indemnitee harmless from, Indemnified Party for) any and all losses, claims, damages, liabilities and related expenses expenses, (including the legal fees and expenses of counsel (limited to the reasonable and documented fees, charges legal fees and disbursements expenses of any outside counsel for any Indemnitee which, in the case of the Lenders, other than the Administrative Agent and its Affiliates, shall be limited to one firm of outside counsel for all the Indemnified Parties taken as a whole and, if necessary, one local firm of counsel in each relevant jurisdiction, in each case, acting for the Indemnified Parties taken as a whole and in the event of any actual or perceived conflict of interest, one additional firm of counsel for each Indemnified Party subject to such Lendersconflict where the party affected by such conflict notifies the Borrowers of the existence of such conflict and, after receipt of the Borrowers’ consent (which consent shall not be unreasonably withheld or delayed), thereafter retains its own counsel by another firm of counsel for such affected Indemnified Party) and other reasonable and documented out-of-pocket expenses incurred in connection with investigation or defending the Indemnified Liabilities) joint or several, of any kind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee or asserted or awarded against any Indemnitee by such Indemnified Party in any third party way relating to or arising out of or in connection with or by the Borrowers or any other Credit Party arising out of, in connection with, or as a result reason of (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, Agreement or any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder thereby or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan Documents, (iib) any Commitment, Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the 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) including any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated claims brought by the Borrowers or Borrowers, any other Credit Loan Party, their Affiliates and their respective equity holders or any Environmental Liability related in any way to the Borrowers or any other Credit Party, their Affiliates) or (ivc) any actual or prospective claim, litigation, investigation or proceeding in any way relating to to, arising out of, in connection with or by reason of any of the foregoingforegoing (any of the forgoing, whether based on contracta “Proceeding”), tort including for the avoidance of doubt any Environmental Liability related in any way to the Borrowers, any Subsidiary or any other theoryLoan Party and, whether brought by a third party or by the Borrowers or any other Credit Party, and regardless of whether any such Indemnitee Indemnified Party is a party theretothereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided provided, that such indemnity shall not, as to any IndemniteeIndemnified Party, be available (i) to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct of such Indemnitee Indemnified Party (or any Related Person thereof acting under the direction of such Indemnified Party), or (B) a material breach in bad faith of its obligations under the Loan Documents by such Indemnified Party (or any Related Person thereof) or (ii) in connection with any dispute or Proceeding solely among Indemnified Parties other than claims (x) against the Administrative Agent or an Arranger in its capacity or fulfilling its roles as Arranger or Administrative Agent or (y) result from a claim brought by arising out of any act or omission of the Borrowers or any other Credit Parties against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder Loan Party. No Indemnified Party shall be liable to the Borrowers or under any other Loan DocumentParty for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other information transmission systems (including electronic telecommunications) in connection with this Agreement other than for direct or actual damages resulting from the bad faith, if the Borrowers gross negligence or willful misconduct of such other Credit Parties has obtained Indemnified Party (or any Related Person thereof) as determined by a final and nonappealable judgment in its favor on such claim as determined by of a court of competent jurisdiction, nor shall any Indemnified Party or any Loan Party have any liability to the Borrowers or any other Loan Party for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that nothing contained in this sentence shall limit the Loan Parties’ indemnification obligations set forth in this Section 11.05 to the extent such special, punitive, indirect or consequential damages are included in any third party claim in connection with which any Indemnified Party is entitled to indemnification hereunder. Without limiting the provisions The Borrowers and any other Loan Parties shall not be liable for any settlement of Section 3.01(cany Proceeding effected without their written consent (which consent shall not be unreasonably withheld or delayed), this Section 10.04(b) shall not apply but if settled with respect the Loan Parties’ written consent, the Loan Parties agree to Taxes other than indemnify and hold harmless each Indemnified Party from and against any Taxes that represent and all losses, claims, damages, etcliabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section 11.05. arising The Loan Parties shall not, without the prior written consent of any Indemnified Party (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party from all liability or claims that are the subject matter of such proceedings and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Party. Notwithstanding any of the foregoing, if (i)(x) it is determined by a final, non-Tax appealable judgment of a court of competent jurisdiction that any loss, claim., damage, liability or expense of an Indemnified Party

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), the Co-Managers, the Lead Arrangers and each Lender Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless fromfrom (and shall reimburse each Indemnitee as the same are incurred), any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, disbursements and other charges and disbursements of any outside (A) one primary counsel for any Indemnitee whichthe Indemnitees (taken as a whole), (B) if reasonably requested by the Administrative Agent, one local counsel in each relevant jurisdiction, (C) one reasonably necessary special or regulatory counsel in each reasonably necessary specialty and (D) in the case of any actual or perceived conflict of interest with respect to any of the Lenderscounsel identified in clauses (A) through (C) above, other than one additional counsel to each group of affected Persons similarly situated, taken as a whole (which in the Administrative Agent and its Affiliates, case of clause (C) shall be limited allow for up to one firm of outside additional counsel for all such Lendersin each relevant specialty)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Person (including any Borrower or any other Credit Party Loan Party, or any affiliate of any such party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-sub agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 5.9), (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release Release of Hazardous Materials on or from any property owned owned, leased or operated by the Borrowers any Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers any Borrower or any other Credit PartyLoan Party or any affiliate of any such party, and regardless of whether any such 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 non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers any Borrower or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers such Borrower or such other Credit Parties 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 the provisions of This Section 3.01(c), this Section 10.04(b12.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers Each Loan Party shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender other Secured Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmless each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of any outside counsel (limited to reasonable fees, disbursements and other charges of one primary counsel for any Indemnitee whichall Indemnitees, taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees, taken as a whole, and one firm of special regulatory counsel for all Indemnitees, taken as a whole (and, in the case of an actual or potential conflict of interest, where an Indemnitee affected by such conflict informs the LendersBorrower Agent of such conflict and thereafter retains its own counsel, other than the Administrative Agent and its Affiliatesof another firm of counsel for such affected Indemnitee and, shall be limited to if necessary, one firm of outside local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected Indemnitee and one firm of special regulatory counsel for all such Lendersaffected Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Credit Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 4.01), (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Letter of Credit Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers any Loan Party or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Loan Party or any other Credit Partyof its Subsidiaries, (iv) any claims of, or amounts paid by any Secured Party to, a Controlled Account Bank or other Person which has entered into a control agreement with any Secured Party hereunder or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Credit Loan Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers or any other Credit Parties against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such other Credit Parties has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 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 the Borrowers. The Borrowers Each Loan Party shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender other Secured Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmless each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of any outside counsel (limited to reasonable fees, disbursements and other charges of one primary counsel for any Indemnitee whichall Indemnitees, taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees, taken as a whole, and one firm of special regulatory counsel for all Indemnitees, taken as a whole (and, in the case of an actual or potential conflict of interest, where an Indemnitee affected by such conflict informs the LendersBorrower Agent of such conflict and thereafter retains its own counsel, other than the Administrative Agent and its Affiliatesof another firm of counsel for such affected Indemnitee and, shall be limited to if necessary, one firm of outside local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected Indemnitee and one firm of special regulatory counsel for all such Lendersaffected Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Credit Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 4.01), (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Letter of Credit Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers any Loan Party or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Loan Party or any other Credit Partyof its Subsidiaries, (iv) any claims of, or amounts paid by any Secured Party to, a Controlled Account Bank or other Person which has entered into a control agreement with any Secured Party hereunder or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Credit Loan Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers or any other Credit Parties against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such other Credit Parties has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 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 the Borrowers. The Borrowers Company and each Borrower (jointly and severally) shall indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of any outside (i) one counsel for any Indemnitee whichthe Administrative Agent and Bank of America, as Arranger, taken together, (ii) one counsel for the Lenders and the L/C Issuers, taken together, (iii) if the Administrative Agent deems it necessary, one local counsel in each relevant jurisdiction, and (iv) in the case of any actual or perceived conflict of interest with respect to any of the Lenderscounsel identified in clauses (i) through (iii) above, other than one additional counsel for each group of affected persons similarly situated, taken as a whole (which in the case of clause (iii) will, if the Administrative Agent and its Affiliatesdeems it necessary, shall be limited allow for up to one firm of outside additional counsel for all such Lendersin each relevant jurisdiction)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Company or any other Credit Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their 168 respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Commitment, Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the applicable L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Company, any Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company, any Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers Company or any other Credit Loan Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by the Borrowers Company or any other Credit Parties Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers Company or such other Credit Parties Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) arise out of a dispute solely between or among Indemnitees that does not involve an act or omission by any Loan Party or any Loan Party’s Affiliates, other than any action, suit, proceeding or claim against any Indemnitee in its capacity or in fulfilling its role as an agent, arranger, L/C issuer, swing lender or similar role under hereunder or under any other Loan Document. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers Each Loan Party shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender other Credit Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmless each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any outside counsel for any Indemnitee which, in the case of the Lenders, other than the Administrative Agent and its Affiliates, shall be limited to one firm of outside counsel for all Indemnitees and, if there exists a conflict of interest among such LendersPersons, one additional counsel to each group of similarly situated affected Persons), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Credit Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties Persons only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 4.01), (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Letter of Credit Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers any Loan Party or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Loan Party or any other Credit Partyof its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Controlled Account Bank or other Person which has entered into a control agreement with any Credit Party hereunder or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Credit Loan Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers or any other Credit Parties against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such other Credit Parties has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions generality of Section 3.01(c)the foregoing, the indemnity obligations of the Loan Parties, as set forth in this Section 10.04(b) 11.04 shall not apply in respect of any special, indirect, incidental, consequential, exemplary or punitive damages that may be awarded against any Indemnitee in connection with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claima claim by a third party unaffiliated with such Indemnitee.

Indemnification by the Borrowers. The Ultimate Parent will, or will cause the Borrowers shall to, and Intermediate Parent, the Borrowers and the other Loan Parties will, indemnify the Administrative Agent (and any sub-agent thereof), each Lender Arranger, each Co-Syndication Agent, each Lender, and each Related Party of any of the foregoing Persons and the successors and assigns of each of the foregoing (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any outside counsel for any Indemnitee whichcounsel, in the case of the Lenders, other than the Administrative Agent and its Affiliates, which shall be limited to one firm primary counsel, one local counsel in each of outside counsel for all such Lenders)Ireland, incurred by any Indemnitee or asserted against any Indemnitee by any third party or Luxembourg and, if deemed necessary by the Borrowers Indemnitees, one local counsel in each other appropriate jurisdiction and, solely in the case of an actual or any other Credit Party perceived conflict of interest, one additional counsel (and one additional local counsel in each such jurisdiction) to each group of affected Indemnitees that are similarly situated, taken as a whole) arising out of, in connection with, or as a result of (i) the Transactions, (ii) the preparation, execution or delivery of the Commitment Letter, the Fee Letters, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan Documents, (iiiii) any Loan (including any Swingline Loan) or Letter of Credit Commitment or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iiiiv) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Ultimate Parent or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Ultimate Parent or any other Credit Partyof its Subsidiaries, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers Ultimate Parent or a Loan Party, or any other Credit PartyAffiliate thereof, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall will not, as to any Indemnitee, be available apply to the extent that such (A) losses, claims, damages, liabilities or related expenses to the extent they (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Indemnified Parties or (y) result from a claim brought by the Borrowers Ultimate Parent or any other Credit Parties a Loan Party against an such Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, but only if the Borrowers Ultimate Parent or such other Credit Parties Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (B) a claim of any Indemnitee solely against one or more Indemnitees (other than a dispute involving a claim against the Administrative Agent, any Co-Syndication Agent or any Arranger) not arising out of or in connection with any act or omission of Ultimate Parent or its Subsidiaries or any of their respective Related Parties. Without limiting Notwithstanding any of the foregoing provisions of Section 3.01(c)to the contrary, this Section 10.04(b11.04(b) shall not apply with respect to Taxes Taxes, other than any Taxes that represent losses, claims, damages, etc. claims or damages arising from any a non-Tax claim.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any outside one firm of counsel for any Indemnitee whichall Indemnitees, taken as a whole, and, in the case event of the Lendersa conflict of interest, other than the Administrative Agent and its Affiliates, shall be limited to one additional firm of outside counsel for to all such Lenderspersons affected thereby, taken as a whole, and of special and local counsel as reasonably required), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Person (including any Borrower or any other Credit Party 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 Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan (including any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers any Borrower or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Borrower or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers any Borrower or any other Credit Loan Party, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or negligence, willful misconduct or breach in bad faith of its obligations hereunder or under any other Loan Document of such Indemnitee or (y) result from a claim brought of any Indemnitee solely against one or more other Indemnitees (and not by one or more Indemnitees against the Borrowers Administrative Agent, Collateral Agent or Arrangers in such capacity) that have not resulted from the action, inaction, participation or contribution of the Company or any of its Subsidiaries or any of its or their respective Affiliates, officers, directors, employees, agents, advisors or other Credit Parties against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such other Credit Parties has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionrepresentatives. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.not

Indemnification by the Borrowers. The Borrowers Each of the Parent and each Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender Lender, the Swing Line Lender, the L/C Administrator and each Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the actual, reasonable and documented fees, charges and disbursements of any outside one counsel for any Indemnitee whichto the Indemnitees, taken as a whole and, solely in the case of the Lendersa conflict of interest, other than the Administrative Agent one additional counsel to each group of similarly affected Indemnitees, taken as a whole (and, if reasonably necessary, of one local counsel in any relevant material jurisdiction or one special counsel in any relevant area of expertise to each group of similarly affected Indemnitees, taken as a whole) and its Affiliates, shall be limited to one firm of outside counsel for all such Lenders), settlement costs) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers Company or any other Credit Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan (including or any Swingline Loan) or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer any Applicable Issuing Party 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 Parent or any other Credit Partyof its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Parent or any other Credit Partyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers Company or any other Credit Loan Party or any of the Company’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any such Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by the Borrowers Company or any other Credit Parties Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers Company or such other Credit Parties 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 (z) result from a dispute solely amongst the provisions Indemnitees (other than claims against an Indemnitee in its capacity as Administrative Agent or as an Arranger) not arising out of Section 3.01(c)any act or omission of the Parent, the Borrowers, or any Subsidiary; provided further that this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. claims or damages arising from any non-Tax claim.