Common use of Indemnification by the Borrowers Clause in Contracts

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto 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 its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by any Company or any of its Subsidiaries, or any environmental liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any Borrower, and regardless of whether an Indemnitee is a party thereof; 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 judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly indemnify and severally indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, advisors, auditors, representatives and attorneys-in-fact (collectively, the LC Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities and related actions, judgments, suits, costs, expenses (includingincluding Attorney Costs, without limitationbut limited, any violations in the case of Environmental Laws or civil penalties or fines assessed by legal fees and expenses, to the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of counsel to all Indemnitees taken as a whole and, if reasonably necessary, one firm of local counsel to the Indemnitees taken as a whole in each relevant jurisdiction, and disbursement solely in the case of an actual or perceived conflict of interest, one additional firm of counsel to each group of similarly situated affected Indemnitees and, if applicable, one additional firm of local counsel in each relevant jurisdiction for such affected group of Indemnitees) of any counsel for kind or nature whatsoever (other than Taxes and Other Taxes, which are governed by Sections 2.15 herein) which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by the Company or any Borrower arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 its Related Parties only, the administration of this Agreement and the other Loan Documentsrelated transaction, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor a demand for payment under a Letter syndication and establishment of Credit if the documents presented in connection with such demand do not comply with Facility and the terms use of such Letter of Creditproceeds thereof), or (iiic) any actual or alleged presence or release of hazardous substances Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Company Subsidiary or any of its Subsidiariesother Loan Party, or any environmental liability Environmental Liability related in any way to the Company Borrower, any Subsidiary or any of its Subsidiariesother Loan Party, or (ivd) any actual or prospective claim, litigation, investigation or proceeding (a “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 Company defense of any pending or any Borrowerthreatened claim, investigation, litigation or proceeding) and regardless of whether an any Indemnitee is a party thereofthereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee and whether such Indemnified Liabilities are brought by the Borrowers, the Borrowers’ equity holders, affiliates, creditors or any other person; provided that such indemnity shall not, as to any Indemnitee, apply to such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses (x) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) to the extent not resulting from an act or omission by the Borrowers or any of their affiliates and that have been brought by an Indemnitee against any other Indemnitee (other than any claims against the Administrative Agent or any other Agent in its capacity or in fulfilling its role as an arranger or agent or any similar role under this Agreement) or (z) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from a material breach in bad faith of the agreements of such Indemnitee under this Agreement (other than any claims against the Administrative Agent or any other Agent in its capacity or in fulfilling its role as an arranger or agent or any similar role under this Agreement). No Indemnitee or any Loan Party shall 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 nothing 148 contained in this sentence shall limit the Loan Parties’ indemnification obligations to the extent such special, indirect, consequential and punitive damages are included in any third party claim in connection with which any Indemnitee is entitled to indemnification hereunder. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.04 applies, such indemnity shall be available 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 9.04 shall be paid promptly after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 9.04. The agreements in this Section 9.04 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. The Borrowers shall not be liable for any settlement of any Proceeding if the amount of such settlement was effected without the Borrowers’ prior written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrowers’ written consent or if there is a final, non-appealable judgment for the plaintiff in any such Proceedings, the Borrowers agree to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities or related and expenses (x) are determined by a court of competent jurisdiction by final judgment to have resulted from the gross negligence or willful misconduct reason of such Indemnitee settlement or judgment in accordance with the terms of the preceding paragraph. The entering into of any such settlement or compromise or consent without the Borrowers’ prior written consent (y) result from a claim brought unless the withholding of such consent by the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined Borrowers requested by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have been unreasonable) shall constitute a waiver by such Indemnitee of its rights of indemnification hereunder in respect of such matter. Conversely, the Borrowers shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnitee unless (a) such settlement includes an unconditional release of such Indemnitee in form and substance reasonably concluded that there may be legal defenses available satisfactory to it such Indemnitee from all liability on claims that are different from the subject matter of such Proceedings and (b) does not include any statement as to or additional any admission of fault, culpability or a failure to those available to the act by or on behalf of any Indemnitee or any injunctive relief or other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expensenon-monetary remedy.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Company or any Borrower other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto 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 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 or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company Borrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company a Borrower or any Borrowerother Loan Party, and regardless of whether an any Indemnitee is a party thereofthereto; 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 Company a Borrower or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company a Borrower or any such Borrower Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in Without limiting the provisions of Section 3.01(c), this Section, the Company and the Borrowers Section 10.04(b) shall not be responsible for the fees and expenses of more apply with respect to Taxes other than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction any Taxes that represent losses, claims, damages, etc. arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC Issuereach Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented costs, expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable and documented fees, charges and disbursement disbursements of any one firm of counsel for the Administrative Agent, any IndemniteeLender or any Issuing Bank collectively, (if applicable) one local counsel in each appropriate jurisdiction for all such persons and, in the case of a conflict of interest between such persons, one additional counsel in each relevant jurisdiction to each group of such affected persons similarly situated taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Company Borrowers or any Borrower other Loan Party), other than by such Indemnitee and its Related Parties arising out of, in connection with, or as a result of any indemnified liabilities, including any indemnified liabilities with respect to (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Loan Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of hazardous substances Hazardous Materials with respect to the Project or otherwise on or from any property owned or operated by any Company Real Estate Asset or any actual or alleged violation of its Subsidiaries, Environmental Law or any environmental liability Environmental Action related in any way to the Company Project or the Borrowers or any of its their respective Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company Borrowers or any Borrowerother Loan Party, and regardless of whether an any Indemnitee is a party thereofthereto; 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 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 Company Borrowers or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company Borrowers or any such Borrower Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers This Section 11.02(b) shall not be responsible for the fees and expenses of more apply with respect to Taxes other than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction any Taxes that represent losses, claims, damages, etc. arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.any non-Tax claim. 138

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender Lender, each L/C Issuer, each Arranger, each of their respective Affiliates and the LC Issuerrespective directors, officers, employees, counsel, agents, advisors, and other representatives and the successors and permitted assigns of each Related Party of any of the foregoing Persons (each such Person being called an without duplication) (collectively, the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all losses, claimsliabilities, damagesdamages and claims (collectively, liabilities the “Losses”), and related reasonable and documented or invoiced out-of-pocket fees and expenses (includingincluding reasonable Attorney Costs of one primary firm of counsel for all Indemnitees and, without limitationif necessary, any violations of Environmental Laws a single firm of local counsel in each relevant material jurisdiction (which to the extent necessary, may include a single special counsel acting for multiple jurisdictions) for all Indemnitees (and, in the case of an actual or civil penalties perceived conflict of interest, where the Indemnitee affected by such actual or fines assessed by perceived conflict notifies the U.S. Department Borrower Representative of the Treasury’s Office existence of Foreign Assets Control such actual or perceived conflict, by one additional firm of counsel for all such affected Indemnitees)), but no other third-party advisors without your prior consent (“OFAC”)not to be unreasonably withheld or delayed) (including the fees, charges and disbursement of any counsel for any Indemnitee), incurred by any such Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower arising out of, resulting from, or in connection with, any actual or as a result of threatened claim, litigation, investigation or proceeding (iincluding any inquiry or investigation) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement Transactions or any other Loan Document or any agreement or instrument related transaction contemplated hereby or thereby, the performance Facilities or any use of the proceeds thereof (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnitee is a party thereto and whether or not such Proceedings are brought by the parties hereto Borrowers, their Affiliates or creditors or any other third party Person in any way relating to or arising out of their respective obligations hereunder or thereunderin connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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), or (iiic) any actual or alleged presence or release Release or threat of hazardous substances on Release of Hazardous Materials on, at, under or from any property currently or formerly owned or operated by the Borrowers, any Company Subsidiary or any of its Subsidiariesother Loan Party, or any environmental liability Environmental Liability related in any way to the Company Borrowers, any Subsidiary or any of its Subsidiariesother Loan Party, or (ivd) any actual or prospective threatened 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 defense of any pending or threatened claim, investigation, litigation or proceeding) (all the Company or any Borrowerforegoing, and regardless of whether an Indemnitee is a party thereofcollectively, 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 Losses and related expenses resulted from (x) are the willful misconduct, bad faith or gross negligence of such Indemnitee or any Related Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision), (y) a material breach of the Loan Documents by final judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Indemnitee (y) result from a claim brought by the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction in a final and non-appealable decision) or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any act or omission of the Borrowers or any of their Affiliates (other than with respect to a claim against an Indemnitee acting in its capacity as an Agent or Arranger or similar role under the Loan Documents unless such claim arose from the exceptions specified in clauses (x) and (y) (as determined by a court of competent jurisdiction in a final and non-appealable decision)). Notwithstanding No Indemnitee, nor any other provision party hereto shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this SectionAgreement and, without in any way limiting the Company and the Borrowers indemnification obligations set forth above, no Indemnitee or Loan Party shall not be responsible have any liability for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction 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 same set Closing Date); provided that nothing contained in this sentence shall limit the Borrowers’ indemnification and reimbursement obligations to the extent such damages are included in any third-party claim in connection with which an Indemnitee is otherwise entitled to indemnification or reimbursement hereunder. In the case of allegations an investigation, litigation or circumstances 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, managers, partners, 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 shall be paid within thirty days after demand therefor (in addition to one separate firm of local attorneys in each jurisdiction and together with reasonably necessary specialty counsel (detailed backup documentation supporting such as tax and regulatory)reimbursement request); provided, however however, that such Indemnitee shall promptly refund such amount to the Indemnitees extent that there is a final judicial decision in a court of competent jurisdiction that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall have survive the right to employ separate counsel resignation of the Administrative Agent, the replacement of any Lender, the termination of the Loan Documents, the termination of the Aggregate Commitments and the Borrowers repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall jointly not apply to Taxes other than Taxes that represent liabilities, obligations, losses, damages, etc., with respect to a non-Tax claim. It is agreed that the Loan Parties shall not be liable for any settlement of any Proceeding (or any expenses related thereto) effected without the Borrower Representative’s written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower Representative’s written consent or if there is a final and severally bear non-appealable judgment by a court of competent jurisdiction in any such Proceeding, the Loan Parties agree to indemnify and hold harmless each Indemnitee from and against any and all Losses and reasonable fees, costs and documented or invoiced legal or other out-of-pocket expenses by reason of such separate counselsettlement or judgment in accordance with and to the extent provided in the other provisions of this Section 10.05. No Borrower shall, if without the prior written consent of the applicable Indemnitee (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i), (ii) and (iii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless such settlement (i) the use includes an unconditional release of such counsel chosen by Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability or claims that are the other Indemnitees to represent the Indemnitees would present subject matter of such counsel with a conflict; Proceeding, (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available does not include any statement as to it that are different from or additional any admission of fault, culpability, wrongdoing or a failure to those available to the other Indemnitees; act by or on behalf of any Indemnitee, and (iii) contains customary confidentiality provisions with respect to the terms of such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expensesettlement.

Indemnification by the Borrowers. The Borrowers Company shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable fees, charges and disbursement disbursements of any counsel for any Indemnitee), actually incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or Person (including any Borrower Borrower) arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 substances Hazardous Materials on or from any property owned or operated by any the Company or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any other Borrower, and regardless of whether an any Indemnitee is a party thereofthereto; 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 Company or any other Borrower against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such other Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in Without limiting the provisions of Section 3.01(c), this Section, the Company and the Borrowers Section 11.04(b) shall not be responsible for the fees and expenses of more apply with respect to Taxes other than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction any Taxes that represent losses, claims, damages, etc. arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Borrowers Each Borrower shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.1), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 substances Hazardous Materials on or from any property owned or operated by any Company a Loan Party or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any BorrowerLoan Party, and regardless of whether an any Indemnitee is a party thereofthereto; 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 Company or any Borrower 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 Company or any such Borrower Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Borrowers Each Borrower shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company such Borrower or any Borrower other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto 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 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 or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 substances Hazardous Materials on or from any property owned or operated by any Company Borrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company any Borrower or any Borrowerother Loan Party, and regardless of whether an any Indemnitee is a party thereofthereto; 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 Company any Borrower or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and (including the LC IssuerIssuing 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Company Borrowers or any Borrower other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous substances Materials of Environmental Concern on or from any property owned or operated by any Company a Borrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company a Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company a Borrower or any Borrowerother Loan Party, and regardless of whether an any Indemnitee is a party thereofthereto; 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 Company a Borrower or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 10.5(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Notwithstanding any other provision anything to the contrary in this SectionSection 10.5(b) or (c), the Company and Singapore Borrower shall only be obligated pursuant to Section 10.5 to pay expenses or indemnify any Indemnitee for amounts relating to the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims Obligations of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseSingapore Borrower.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC IssuerIssuing 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company Borrowers or any Borrower other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual breach of representations, warranties or alleged presence or release covenants of hazardous substances on or from any property owned or operated by any Company or any of its Subsidiaries, or any environmental liability related in any way to the Company or any of its SubsidiariesBorrowers under the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory, whether brought by a third party or by the Company Borrowers or any Borrowerother Loan Party, and regardless of whether an any Indemnitee is a party thereofthereto; 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 Company Borrowers or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company Borrowers or any such Borrower Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and or (z) result from a claim not involving an act or omission of the Borrowers and that is brought by an Indemnitee against another Indemnitee (other than against the arranger or the Administrative Agent in their capacities as such). This Section 11.3.2 [Indemnification by the Borrowers] shall not be responsible for the fees and expenses of more apply with respect to Taxes other than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction any Taxes that represent losses, claims, damages, etc. arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC IssuerIssuing 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company Borrowers or any Borrower other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual breach of representations, warranties or alleged presence or release covenants of hazardous substances on or from any property owned or operated by any Company the Borrowers or any of its Subsidiaries, or any environmental liability related in any way to other Loan Party under the Company or any of its SubsidiariesLoan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory, whether brought by a third party or by the Company Borrowers or any Borrowerother Loan Party, and regardless of whether an any Indemnitee is a party thereofthereto; 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 Company Borrowers or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company Borrowers or any such Borrower Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC Letter of Credit 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, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), damages, liabilities and related expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Company or any Borrower Borrowers), 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 the commitment letter, term sheet and Fee Letter relating to this Credit Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or(including, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlywithout limitation, the administration of this Agreement and the other Loan DocumentsCredit Facility), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 Release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company or any of its SubsidiariesBorrower, or any environmental liability Environmental Claim related in any way to the Company or any of its SubsidiariesBorrower, 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 Company or any Borrower, and regardless of whether an any Indemnitee is a party thereto, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and 120 US-DOCS\106247413.1 defense thereof; , arising out of or in any way connected with the Loans, this Credit Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, 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, fraud or willful misconduct of such Indemnitee or from any dispute between or among the Indemnitees and not involving a Borrower or (y) result from a claim brought by the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers This Section 12.5(b) shall not be responsible for the fees apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities and related expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC 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, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), damages, liabilities and related expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable fees, charges and disbursement disbursements of any a single counsel for any Indemniteethe Indemnitees), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Company or any Borrower Borrowers), 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 the commitment letter, term sheet and Fee Letter relating to this Credit Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or(including, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlywithout limitation, the administration of this Agreement and the other Loan DocumentsCredit Facility), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release Release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company Borrower or any of its SubsidiariesSubsidiary thereof, or any environmental liability Environmental Claim related in any way to the Company any Borrower or any of its SubsidiariesSubsidiary, 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 Company any Borrower or any BorrowerSubsidiary thereof, and regardless of whether an any Indemnitee is a party thereto, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof; , arising out of or in any way connected with the Loans, this Credit Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, 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 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 Company any Borrower or any Borrower Subsidiary thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower or such Subsidiary has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers This Section 12.5(b) shall not be responsible for the fees apply with respect to Taxes other than any Taxes that represent losses, claims, damage, liabilities and related expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally severally, indemnify and hold harmless the Administrative Agent (and any sub-agent thereof)Agents, each Lender Lender, the Lead Arrangers and the LC Issuertheir respective Affiliates, directors, officers, employees, agents, partners, members, advisors and each Related Party of any other representatives 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, losses, claims, damages, liabilities claims and related expenses (includingincluding Attorney Costs, without limitationbut limited, any violations in the case of Environmental Laws or civil penalties or fines assessed by legal fees and expenses, to the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one firm of local counsel in each relevant jurisdiction, and disbursement solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected Indemnitees) of any counsel for kind or nature whatsoever which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by the Company or any Borrower arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (therefrom, including any refusal by the LC a 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 the Letter of Credit), or (iiic) any actual or alleged presence or release Release or threat of hazardous substances Release of Hazardous Materials on or from any property currently or formerly owned or operated by the Parent Borrower, any Company Subsidiary or any of its Subsidiariesother Loan Party, or any environmental liability related in Environmental Liability of the Parent Borrower, any way to the Company Subsidiary or any of its Subsidiariesother Loan Party, 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 theorytheory (including any investigation of, whether brought by preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) (a third party or by the Company or any Borrower, “Proceeding”) and regardless of whether an any Indemnitee is a party thereofthereto or whether or not such Proceeding is brought by the Parent Borrower or any other person and, in each case, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, claims, damages, liabilities claims or related expenses resulted from (x) are the gross negligence, bad faith or willful misconduct of such Indemnitee or of any Affiliate, controlling persons, director, officer, employee, agent, partners, member, advisor or other representative of such Indemnitee, as determined by a final, non-appealable judgment of a court of competent jurisdiction (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any Affiliate, controlling persons, director, officer, employee, member, agent, partners, advisor or other representative of such Indemnitee, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than (1) any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under any Facility and (2) any claims arising out of any act or omission of the Parent Borrower or any of its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdiction). 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 Parent Borrower 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 final judgment 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 materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (except for direct (as opposed to have resulted indirect, special, punitive or consequential) damages resulting from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documentmisconduct, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding jurisdiction in a final and non-appealable judgment, of any such Indemnitee), nor shall any Indemnitee or any Loan Party have any liability and each party hereby waives, any claim against any other provision in party to this SectionAgreement or any Indemnitee for any special, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction 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 same set Closing Date) (other than, in the case of allegations any Loan Party, in respect of any such damages incurred or circumstances paid by an Indemnitee to a third party and for any out-of-pocket expenses related thereto). 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, 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 are consummated. All amounts due under this Section 10.05 shall be paid within thirty (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel 30) Business Days after written demand therefor (together with backup documentation supporting such as tax and regulatory)reimbursement request); provided, however however, that such Indemnitee shall promptly refund such amount to the Indemnitees extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall have survive the right to employ separate counsel resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the Borrowers repayment, satisfaction or discharge of all the other Obligations. This Section 10.05 shall jointly and severally bear not apply to Taxes, or amounts excluded from the reasonable fees, costs and expenses definition of such separate counsel, if Taxes pursuant to clauses (i) through (viii) of the use first sentence of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it Section 3.01(a), that are different from imposed with respect to payments to or additional for the account of any Agent or any Lender under any Loan Document, which, in each case, shall be governed by Section 3.01. This Section 10.05 also shall not apply to those available Other Taxes or to taxes covered by Section 3.04. To the extent that the Borrowers for any reason fails to indefeasibly pay any amount required under this Section 10.05 or Section 10.04 to be paid by it to the other Indemnitees; Administrative Agent (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from or any sub-agent thereof), the other Indemnitees; L/C Issuer or any Related Party of any of the foregoing (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at and without limiting the Borrowers’ obligation to do so), each Appropriate Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph are subject to the provisions of Section 2.12(e).

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly indemnify and severally indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender and the LC Lender, each L/C Issuer, each Lead Arranger and each Related Party of any of their respective Affiliates and their and their Affiliates’ respective partners, directors, officers, employees, counsel, agents, advisors, and other representatives (collectively, the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all losses, claimsliabilities, damages, liabilities claims, and related reasonable and documented or invoiced out-of-pocket fees and expenses (includingincluding reasonable Attorney Costs of one counsel for all Indemnitees and, without limitationif necessary, any violations one firm of Environmental Laws local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or civil penalties or fines assessed perceived conflict of interest, where the Indemnitee affected by such conflict informs the U.S. Department Borrowers of the Treasury’s Office such conflict and thereafter retains its own counsel, of Foreign Assets Control (“OFAC”another firm of counsel for such affected Indemnitee)) of any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and whether or not such proceedings are brought by any Borrower, its equity holders, its Affiliates, creditors or any other third person) that relates to the TransactionClosing Date Transactions or the Transactions, including the feesfinancing contemplated hereby, charges and disbursement of any counsel for kind or nature whatsoever which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by the Company or any Borrower arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 or thereby orthereby, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (iiix) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in 195 #95488248v20 connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiior x) any actual or alleged presence or release Release or threat of hazardous substances on Release of Hazardous Materials on, at, under or from any property owned currently or formerly owned, leased or operated by any Company Borrower, any other Loan Party or any of its their respective Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company any Borrower, any other Loan Party or any of its their respective Subsidiaries, or (ivxi) 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, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether brought or not caused by a third party or by arising, in whole or in part, out of the Company or any Borrower, and regardless negligence of whether an Indemnitee is a party thereofthe Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or controlling Persons or any of the partners, officers, directors, employees, agents, advisors or members of any of the foregoing, in each case who are involved in or aware of the Transaction (Closing Date Transactions or the Transactions, as applicable (in each case as determined by a court of competent jurisdiction in a final and non-appealable decision), (y) a material breach of the Loan Documents by final judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or one of its Affiliates (y) result from a claim brought by the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction in a final and non-appealable decision) or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any act or omission of the Borrowers or any of their Affiliates (other than with respect to a claim against an Indemnitee acting in its capacity as an Agent or Lead Arranger or similar role under the Loan Documents unless such claim arose from the gross negligence, bad faith or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). Notwithstanding No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the same set Closing Date); provided that the foregoing shall not limit any Loan Party’s indemnification obligations hereunder. In the case of allegations an investigation, litigation or circumstances 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, managers, partners, 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 shall be paid within ten (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory))10) Business Days after demand therefor; provided, however however, if the Indemnitees Borrowers have reimbursed any Indemnitee for any legal or other expenses in connection with any Indemnified Liabilities and there is a final non-appealable judgment of a court of competent jurisdiction that the Indemnitee was not entitled to indemnification or contribution with respect to such Indemnified Liabilities pursuant to the express terms of this ‎Section 10.05, then the Indemnitee shall have promptly refund such expenses paid by the right Borrowers to employ separate counsel the Indemnitee. 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 Borrowers shall jointly and severally bear the reasonable feesrepayment, costs and expenses satisfaction or discharge of such separate counsel, if (i) the use of such counsel chosen by all the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.Obligations. For 196 #95488248v20

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof)Agent, each Lender and the LC IssuerBank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (includingexpenses, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the Transactions or any other transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentshereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual Environmental Law as a result of the past, present or alleged presence future operations of Chemco or release any of hazardous substances on its Subsidiaries (or from any property owned or operated by any Company predecessor in interest to Chemco or any of its Subsidiaries), or the past, present or future condition of any environmental liability related in any way to the Company site or facility owned, operated or leased by Chemco or any of its SubsidiariesSubsidiaries (or any such predecessor in interest), (iv) or any Release or threatened Release of any Hazardous Materials from any such site or facility 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 Company or any Borrower, theory and regardless of whether an any Indemnitee is a party thereofthereto; 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 Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.Credit Agreement

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent sub‑agent thereof), each other Agent, the Arranger, each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against -151- US-DOCS\97384607.24 any Indemnitee by any third party or by the Company Borrowers or any Borrower other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby thereby, or, in the case of the Administrative Agent (and any sub-agent sub‑agent thereof) and 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 or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company Borrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company Parent Borrower or any other Loan Party or any of the Parent Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether an any Indemnitee is a party thereofthereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company Parent Borrower or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company Parent Borrower or any such Borrower other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers This Section 10.04(b) shall not be responsible for the fees and apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Global Agent (and any sub-agent thereof), the Collateral Agent, each Lender and the each LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee unless such costs result from services provided by such internal counsel that are duplicative of services then being provided by outside counsel to any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company Borrowers or any Borrower other Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the any LC 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 breach of representations, warranties or alleged presence or release covenants of hazardous substances on or from any property owned or operated by any Company or any of its Subsidiaries, or any environmental liability related in any way to the Company or any of its SubsidiariesBorrowers under the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory, whether brought by a third party or by the Company Borrowers or any Borrowerother Credit Party, and regardless of whether an any Indemnitee is a party thereofthereto; 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 Company Borrowers or any Borrower other Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company Borrowers or any such Borrower Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.141

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable fees, charges and disbursement disbursements of any counsel for any Indemnitee (including reasonable allocated costs of internal counsel)), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company any Borrower or any Borrower other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto 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 its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 substances Hazardous Materials on or from any property owned or operated by any Company Borrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any Borrowerother Loan Party, and regardless of whether an any Indemnitee is a party thereofthereto; 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 Company or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (Agents and any sub-agent thereof), each Lender and the LC 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 out-of-pocket expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable fees, charges and disbursement disbursements of one counsel (as well as one regulatory counsel and one local counsel in each applicable jurisdiction and, in the event of any actual conflict of interest, one additional counsel for any Indemniteeof each type to the affected parties)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company Borrowers or any Borrower the Guarantor or their respective Subsidiaries arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of hazardous substances Hazardous Substances on or from any property owned or operated by the Guarantor, any Company Borrower or any of its their Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company Guarantor, any Borrower or any of its 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 Company Guarantor, any Borrower or any Borrower, Subsidiary and regardless of whether an any Indemnitee is a party thereofthereto; 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 Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly indemnify and severally indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, attorneys-in-fact, trustees and advisors (collectively the LC Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “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 (includingincluding Attorney Costs (which shall be limited to one (1) counsel to the Administrative Agent and the Lenders (exclusive of one local counsel to the Administrative Agent and the Lenders in each appropriate jurisdiction), without limitation, any violations of Environmental Laws or civil penalties or fines assessed by unless (x) the U.S. Department interests of the Treasury’s Office Administrative Agent and the Lenders are sufficiently divergent, in which case one (1) additional counsel may be appointed and (y) if the interests of Foreign Assets Control any Lender or group of Lenders (“OFAC”other than all of the Lenders) are distinctly or disproportionately affected, one (1) additional counsel for such Lender or group of Lenders in the case of clause (a) below)) (including the fees, charges and disbursement of any counsel for kind or nature whatsoever which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by the Company or any Borrower arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 (iiic) any actual or alleged presence or release of hazardous substances Hazardous Materials on or from any property currently or formerly owned or operated by any Company Borrower, any Subsidiary or any of its Subsidiariesother Loan Party, or any environmental liability Environmental Liability related in any way to the Company any Borrower, any Subsidiary or any of its Subsidiariesother Loan Party, 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 theorytheory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether brought any Indemnitee is a party thereto (and regardless of whether such matter is instituted by a third party or by the Company any Borrower or any Borrowerother Loan Party) (all the foregoing, and regardless collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of whether an Indemnitee is a party thereofthe negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses disbursements (x) are have been determined by in the final, non-appealable judgment of a court of competent jurisdiction by final judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee or a material breach of the Loan Documents by such Indemnitee or (y) result arise from a claim claims of any of the Lenders solely against one or more Lenders (and not by one or more Lenders against the Administrative Agent or one or more of the other Agents) that have not resulted from the action, inaction, participation or contribution of any Borrower or their respective Subsidiaries or other Affiliates or any of their respective officers, directors, stockholders, partners, members, employees, agents, representatives or advisors. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee 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). 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 the Company any Loan Party, its directors, shareholders or creditors or an Indemnitee or any Borrower against an other Person, whether or not any Indemnitee for breach in bad faith is otherwise a party thereto and whether or not any of such Indemnitee’s obligations the transactions contemplated hereunder or under any of the other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdictionDocuments is consummated. Notwithstanding any other provision All amounts due under this Section 10.05 shall be paid promptly. The agreements in this SectionSection 10.05 shall survive the resignation of the Administrative Agent, the Company replacement of any Lender, the termination of the Aggregate Commitments and the Borrowers shall not be responsible for the fees and expenses repayment, satisfaction or discharge of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by all the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseObligations.

Indemnification by the Borrowers. The Borrowers shall jointly and severally agree to indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC IssuerIssuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of one firm of counsel for the Indemnitees taken as a whole and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all such parties taken as a whole (and in the case of an actual or perceived conflict of interest, of another firm or counsel for such affected party taken as a whole), but in any event excluding allocated costs of internal counsel), and to indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Company Borrowers or any Borrower other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (ia) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their 123 respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (iib) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiic) any actual or alleged presence or release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company Loan Party or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company any Loan Party or any of its 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 Company any Borrower or any Borrowerother Loan Party, and regardless of whether an any Indemnitee is a party thereofthereto; 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 Indemnitee, or (y) result from a claim brought by the Company a Borrower or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan Credit Document, if the Company a Borrower or any such Borrower Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers This Section 10.08.2 shall not be responsible for the fees and expenses of more apply with respect to Taxes other than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction any Taxes that represent losses, claims, damages, etc. arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall jointly indemnify and severally indemnify the Administrative Agent (and any sub-agent thereof)hold harmless each Arranger, each Lender and the LC 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 and, in the case of any funds, trustees and advisors and attorneys-in-fact (each such Person being called an collectively, the “IndemniteeIndemnitees”) againstfrom and against (and will reimburse each Indemnitee, as and hold each Indemnitee harmless fromwhen incurred, for) any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs (including settlement costs), disbursements, and related reasonable and documented or invoiced out-of-pocket fees and expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable, documented 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 disbursement 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, and (iii) if necessary, one local counsel in each jurisdiction material to the interests of the Indemnitees (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty) of any counsel for kind or nature whatsoever which may at any Indemnitee)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 Company reason of (x) any actual or prospective claim, litigation, investigation or proceeding in any Borrower way relating to, arising out of, in connection with, with or as a result by reason of (i) the execution or delivery any of the commitment letterfollowing, term sheet and Fee Letter relating to this Agreementwhether based on contract, and the execution or delivery of this Agreement tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding): (a) the execution, delivery, enforcement, performance or administration of any 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 its Related Parties only, the administration of this Agreement and the other Loan Documents, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 expenses are determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from (iiiA) 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 or (B) 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 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 substances Hazardous Materials on or from any property currently or formerly owned or operated by any Company Holdings or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company Holdings or any of its SubsidiariesSubsidiaries ((x) and (y), or (ivcollectively, the “Indemnified Liabilities”) any actual or prospective claimand, litigationin all cases, 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 Company or any Borrower, and regardless of whether an Indemnitee is a party thereof; 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. 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 Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as connection with this Agreement unless determined by a court of competent jurisdiction. Notwithstanding jurisdiction in a final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such 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 provision 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 10.05. In the case of an investigation, litigation or other proceeding to which the indemnity in this SectionSection 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 Company Borrowers shall indemnify and hold harmless each Indemnitee in the manner set forth above; provided that the Borrowers shall not be responsible liable for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at any settlement effected without the Borrowers’ expenseprior 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 any 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. that arise from any non-Tax claim described above.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each 106 Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), damages, liabilities and related expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable fees, charges and disbursement disbursements of any a single counsel for any Indemniteeall Indemnitees in each applicable jurisdiction), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Company or any Borrower Borrowers), 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 the commitment letter, term sheet and Fee Letter relating to this Credit Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or(including, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlywithout limitation, the administration of this Agreement and the other Loan DocumentsCredit Facility), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release Release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company Borrower or any of its SubsidiariesSubsidiary thereof, or any environmental liability Environmental Claim related in any way to the Company any Borrower or any of its SubsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, and the prosecution and defense thereof, whether based on contract, tort or any other theory, whether brought by a third party or by the Company any Borrower or any BorrowerSubsidiary thereof, and regardless of whether an any Indemnitee is a party thereof; 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 (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the fraud, gross negligence or willful misconduct of such Indemnitee or an Indemnitee, (yx) result from a claim brought by the Company any Borrower or any Borrower Subsidiary thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding , (y) result from any other provision in settlement by any Indemnitee of any claim or threatened claim that is otherwise subject to indemnification under this Section, the Company and Section unless the Borrowers have consented in writing to such settlement, which consent shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations unreasonably withheld, delayed or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; conditioned or (ivz) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseare on account of 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 jointly indemnify, severally in accordance with its respective Facility-wide Liability Percentage and severally indemnify not jointly, the Administrative Agent (and any sub-agent thereof), each Lender Lender, each L/C Administrator and the LC Issuereach Fronting Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable fees, charges and disbursement disbursements of a law firm as counsel for all Indemnitees in connection with any event or circumstance giving rise to claims hereunder except that if, in the reasonable opinion of an Indemnitee, representation of all Indemnitees by one firm as counsel would be inappropriate due to the existence of an actual or potential conflict of interest, the Borrowers shall reimburse the reasonable fees and charges of no more than the number of additional law firms as counsel for the various Indemnitees as is necessary to avoid any such actual or potential conflict of interest), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Company Parent Borrower or any Borrower of its Subsidiaries) 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 the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Credit 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 its Related Parties only, the administration of this Agreement and the other Loan DocumentsCredit Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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 substances Hazardous Materials on or from any property owned or operated by any Company the Parent Borrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company Parent Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company Parent Borrower or any Borrowerof its Subsidiaries, and regardless of whether an any Indemnitee is a party thereofthereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF ANY INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company Parent Borrower or any Borrower of its Subsidiaries against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Credit Document, if the Company Parent Borrower or any such Borrower Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in For the avoidance of doubt, this Section, the Company and the Borrowers Section 10.04(b) shall not be responsible for the fees and expenses of more apply with respect to Taxes other than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction any Taxes that represent losses, claims, damages, etc. arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.any non-Tax claim. 115

Indemnification by the Borrowers. The Borrowers shall jointly indemnify and severally indemnify hold harmless the Administrative Agent (and any sub-agent thereof)Agents, each Lender Lender, the Arrangers and the LC Issuer, and each their respective 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 losses, claims, damages, liabilities and related or expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby orAttorney Costs but limited, in the case of legal fees and expenses, to the Administrative Agent (reasonable and any subdocumented out-agent thereof) of-pocket fees, disbursements and its Related Parties onlyother charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and solely in the administration case of this Agreement and the other Loan Documentsa conflict of interest, (ii) any Loan or Letter one additional counsel in each relevant jurisdiction to each group of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor affected Indemnitees similarly situated taken as a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit), (iiiwhole) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by any Company or any of its Subsidiaries, or any environmental liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective threatened claim, litigation, investigation or proceeding relating to any the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents, the Loans or the use, or proposed use of the foregoingproceeds therefrom, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by the Company defense of any pending or any Borrowerthreatened claim, litigation, investigation or proceeding), and regardless of whether an any Indemnitee is a party thereofthereto (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 resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Indemnified Persons as determined by a final, non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or any of its Related Indemnified Persons as determined by a final, non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under any Loan Document and other than any claims arising out of any act or omission of the Borrowers or any of their Affiliates (as determined by a final, non-appealable judgment of a court of competent jurisdiction). 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 they are 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 materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (except to the extent such damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such 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) (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 for which such Indemnitee is otherwise entitled to indemnification pursuant to this Section 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, 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 shall be paid within twenty (20) Business Days after written 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. The Borrowers shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld or delayed (it being understood that it is reasonable for any Indemnitee to withhold consent if such settlement does not satisfy clauses (a) and (b) below)), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding) in respect of which indemnity could have been sought hereunder by such 160 Indemnitee unless such settlement (a) includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee (which approval shall not be unreasonably withheld or delayed) from all liability on claims that are the subject matter of such claim, litigation, investigation or proceeding) and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnitee. This Section 10.05 shall not apply to Taxes, except any Taxes that represent losses or damages arising from any non-Tax claim. Notwithstanding the foregoing, each Indemnitee shall be obligated to refund and return promptly any and all amounts paid by the Borrowers, any Holdings Entity, the Sponsors or any of their Affiliates under this Section 10.05 to such Indemnitee for any such fees, expenses or damages to the extent such Indemnitee is not entitled to payment of such amounts in accordance with the terms hereof as determined by a court of competent jurisdiction by final judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expensenon-appealable judgment.

Indemnification by the Borrowers. The Borrowers Each Borrower shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and the LC IssuerIssuing 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 liabilities, costs and related expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, joint or several, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company Person (including any Borrower or any Borrower other 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 the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company Borrower or any of its their Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company any Borrower or any of its 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 Company any Borrower or any Borrowerother Loan Party or any affiliate of any such party, and regardless of whether an any Indemnitee is a party thereofthereto, including any preparation of a defense in connection therewith; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, costs or related expenses (x) are determined by a court of competent jurisdiction by final and 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 Company any Borrower or any Borrower other 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 Company or any such Borrower or such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers This Section 12.3(b) shall not be responsible for the fees and expenses of more apply with respect to Taxes other than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction any Taxes that represent losses, claims, damages, etc. arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.any non-Tax claim. 155

Indemnification by the Borrowers. The Borrowers (i) Each Borrower shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement of any counsel Attorney Costs for any Indemnitee, but limited in the case of legal fees and expenses to the reasonable and documented or invoiced out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction material to the interests of the Lenders and, solely in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, one additional counsel in each relevant jurisdiction to each group of similarly situated affected Indemnitees), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Company Borrowers or any Borrower other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any other agreement (other than administration costs, fees or expenses incurred in the ordinary administration of this Agreement and the other Loan Documents related to the information postings, Loan Notices, payment notices, billing, collection of Lender payments and the distribution of payments made by the Borrowers to the Administrative Agent for the benefit of the Lenders that have been paid and are contemplated by the Fee Letter), or instrument delivered in connection with the transactions and contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 substances Hazardous Materials on or from any property owned owned, leased or operated by any Company a Loan Party or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company a Borrower or any Borrowerother Loan Party, and regardless of whether an any Indemnitee is a party thereofthereto, 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 (x) to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and 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 Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.of

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender and the LC 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, 158 damages, liabilities and related expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Company Borrowers or any Borrower other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 substances on Hazardous Materials at, on, under or emanating from any property owned owned, leased or operated by any Company Holdings or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company Holdings or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company Borrowers or any Borrowerother Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether an any Indemnitee is a party thereofthereto; 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 Company Borrowers or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company Borrowers or any such Borrower Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding , or (z) involve disputes among Indemnitees unrelated to any other provision in this Sectiondisputes involving, or claims against, the Company Borrowers and/or the Guarantors and other than disputes involving the Borrowers Administrative Agent, the Swing Line Lender, the L/C Issuer, or any Arranger or similar Person in its capacity as such, as determined by a court of competent jurisdiction by final and nonappealable judgment. Without limiting the provisions of Section 3.01(c), this Section 10.4(b) shall not be responsible for the fees and expenses of more apply with respect to Taxes other than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction any Taxes that represent losses, claims, damages, etc. arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the documented fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company Borrowers or any Borrower other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto 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 its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 substances Hazardous Materials on or from any property owned or operated by any Company the Borrowers or any of its their Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company Borrowers or any of its 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 Company Borrowers or any Borrowerother Loan Party, and regardless of whether an any Indemnitee is a party thereofthereto, 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 judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company Borrowers or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company Borrowers or any such Borrower Loan Party has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Borrowers Each Borrower shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall jointly and severally indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company any Borrower or any Borrower other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letterCommitment Letter (including the Summary of Terms), term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby thereby, or any other aspect of any transaction contemplated by the Commitment Letter (including the Summary of Terms) or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the any use made (or proposed to be made, including any use proposed in the Commitment Letter or Summary of the Terms to be made) of proceeds therefrom (including any refusal by the LC 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 substances Hazardous Materials on or from any property owned or operated by any Company Borrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any Borrowerother Loan Party, and regardless of whether an 104 any Indemnitee is a party thereofthereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or hereunder, under any other Loan DocumentDocument or under the Commitment Letter (including the Summary of Terms), if the Company or any such Borrower other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly indemnify and severally indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and, in the LC Issuer, and each Related Party case of any of funds, trustees and advisors and attorneys-in-fact (collectively the foregoing Persons (each such Person being called an “Indemnitee”"INDEMNITEES") 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 (includingincluding Attorney Costs (which shall be limited to one (1) counsel to the Administrative Agents and the Lenders (plus any local counsel), without limitation, any violations of Environmental Laws or civil penalties or fines assessed by unless (x) the U.S. Department interests of the Treasury’s Office Administrative Agents and the Lenders are sufficiently divergent, in which case one (1) additional counsel may be appointed, and (y) if the interests of Foreign Assets Control any Lender or group of Lenders (“OFAC”other than all of the Lenders) are distinctly or disproportionately affected, one (1) additional counsel for such Lender or group of Lenders)) (including the fees, charges and disbursement of any counsel for kind or nature whatsoever which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by the Company or any Borrower arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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), or (iiic) any actual or alleged presence presence, Release or release threatened Release of hazardous substances Hazardous Materials at, under, on or from any property currently or formerly owned or operated by the U.S. Borrower, any Company Subsidiary or any of its Subsidiariesother Loan Party, or any environmental liability Environmental Liability related in any way to the Company U.S. Borrower, any Subsidiary or any of its Subsidiariesother Loan Party, 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 theorytheory (including any investigation of, whether brought by a third party preparation for, or by the Company defense of any pending or any Borrowerthreatened claim, investigation, litigation or proceeding) and regardless of whether an any Indemnitee is a party thereofthereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or breach of the Loan Documents by such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee 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 (y) result from a claim whether before or after the Closing Date). 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 the Company any Loan Party, its directors, shareholders or creditors or an Indemnitee or any Borrower against an other Person, whether or not any Indemnitee for breach in bad faith is otherwise a party thereto and whether or not any of such Indemnitee’s obligations the transactions contemplated hereunder or under any of the other Loan Document, if Documents is consummated. All amounts due under this Section 10.05 shall be payable within twenty (20) Business Days after demand therefor; provided that any Indemnitee shall promptly refund amounts paid to such Indemnitee pursuant to this Section 10.05 to the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by extent that a court of competent jurisdictionjurisdiction determines in a final, nonappealable judgment that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to the express terms of this Section 10.05. Notwithstanding any other provision The agreements in this SectionSection 10.05 shall survive the resignation of either Administrative Agent, the Company replacement of any Lender, the termination of the Aggregate Commitments and the Borrowers shall not be responsible for the fees and expenses repayment, satisfaction or discharge of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by all the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseObligations.

Indemnification by the Borrowers. The Borrowers shall jointly Whether or not the transactions contemplated hereby are consummated, Mettler-Toledo International (without limiting the liability xx xxxx xx xxe other Loan Parties to do so in their ratable share) will indemnify and severally indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender and their respective Affiliates and their officers, directors, employees, counsel, agents and advisors and attorneys-in-fact (collectively the LC Issuer, "Indemnitees") from and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, against any and all losses, liabilities, obligations, claims, damages, liabilities penalties, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the commitment letter related expenses (to this Agreement, including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department syndication and arrangement of the Treasury’s Office of Foreign Assets Control Loans, (“OFAC”)b) (including the feesexecution, charges and disbursement delivery, enforcement, performance or administration of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (iic) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 hazardous substances Hazardous Materials on or from any property currently or formerly owned or operated by any Company of the Loan Parties or any of its their respective Subsidiaries, or any environmental liability Environmental Liability related in any way to any of the Company Loan Parties or any of its Subsidiaries, their respective Subsidiaries 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 Company defense of any pending or any Borrowerthreatened claim, investigation, litigation or proceeding) and regardless of whether an any Indemnitee is a party thereofthereto (all the foregoing, collectively, the "Indemnified Liabilities"), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, liabilities, obligations, claims, damages, liabilities penalties, demands, actions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through the internet or intranet websites or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any 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). In the case of an investigation, litigation or 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 of the Loan Parties or any of their respective Subsidiaries, their directors, stockholders or auditors or an Indemnitee or (y) result from any other Person, whether or not any Indemnitee is otherwise a claim brought by party thereto and whether or not any of the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations transactions contemplated hereunder or under any of the other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdictionDocuments are consummated. Notwithstanding any other provision All amounts due under this Section 10.05 shall be payable within thirty days after demand therefor. The agreements in this SectionSection 10.05 shall survive the resignation of the Administrative Agent, the Company replacement of any Lender, the termination of the Aggregate Commitments and the Borrowers shall not be responsible for the fees and expenses repayment, satisfaction or discharge of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by all the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseObligations.

Indemnification by the Borrowers. The Borrowers shall jointly indemnify and severally indemnify the Administrative Agent (and any sub-agent thereof)hold harmless each Arranger, each Lender and the LC 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 and, in the case of any funds, trustees and advisors and attorneys--in--fact (each such Person being called an collectively, the “IndemniteeIndemnitees”) againstfrom and against (and will reimburse each Indemnitee, as and hold each Indemnitee harmless fromwhen incurred, for) any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs (including settlement costs), disbursements, and related reasonable and documented or invoiced out--of--pocket fees and expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the 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 informs the Borrowers of such conflict and disbursement thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee in each relevant jurisdiction, and (iii) if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty) of any counsel for kind or nature whatsoever which may at any Indemnitee)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 Company reason of (x) any actual or prospective claim, litigation, investigation or proceeding in any Borrower way relating to, arising out of, in connection with, with or as a result by reason of (i) the execution or delivery any of the commitment letterfollowing, term sheet and Fee Letter relating to this Agreementwhether based on contract, and the execution or delivery of this Agreement tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding): (a) the execution, delivery, enforcement, performance or administration of any 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 its Related Parties only, the administration of this Agreement and the other Loan Documents, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by any Company or any of its Subsidiaries, or any environmental liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any Borrower, and regardless of whether an Indemnitee is a party thereof; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, disbursements, fees or related expenses (x) are determined by a court of competent jurisdiction by 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 or (B) any dispute that is among Indemnitees (other than any dispute involving claims against the Administrative Agent, any Arranger or any other Agent, the Swing Line Lender or any L/C Issuer, in each case in their respective capacities as such, or any Initial Lender solely in connection with its syndication activities as contemplated under the Commitment Letter) that 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) result any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by Holdings or any of its Subsidiaries, or any Environmental Liability related in any way to Holdings or any of its Subsidiaries, ((x) and (y), collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee and regardless of whether such Indemnitee is a claim party thereto, and whether or not such proceedings are brought by the Company any Borrower, its equity holders, its Affiliates, creditors or any Borrower against an other third person. No Indemnitee shall be liable for breach any damages arising from the use by others of any information or other materials obtained through the Platform or other information transmission systems (including electronic telecommunications) in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as connection with this Agreement unless determined by a court of competent jurisdiction. Notwithstanding jurisdiction in a final and non--appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such 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 provision 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 10.05. In the case of an investigation, litigation or other proceeding to which the indemnity in this SectionSection 10.05 applies, the Company 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 against an Indemnitee -241- in any such investigation, litigation or proceeding, the Borrowers shall not indemnify and hold harmless each Indemnitee in the manner set forth above. All amounts due under this Section 10.05 shall be responsible for payable within 30 days after demand therefor. The agreements in this Section 10.05 shall survive the fees and expenses of more than one separate firm of attorneys for related claims resignation of the Indemnitees in each applicable jurisdiction arising out Administrative Agent, the replacement of any Lender, the termination of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel Aggregate Commitments and the Borrowers shall jointly and severally bear the reasonable feesrepayment, costs and expenses satisfaction or discharge of such separate counsel, if (i) the use of such counsel chosen by all the other Indemnitees Obligations. This Section 10.05 shall not apply with respect to Taxes other than any Taxes that represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different losses, claims, damages, etc. arising from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly indemnify and severally indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender Lender, each Lead Arranger, the Amendment No. 2 Lead Arrangers, theeach Syndication Agent, each Documentation Agent and the LC Issuertheir respective Affiliates, directors, officers, employees, counsel, agents, advisors, and each Related Party of any of other representatives (collectively, the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all losses, claimsliabilities, damages, liabilities claims, and related reasonable and documented or invoiced out-of-pocket fees and expenses (includingincluding reasonable Attorney Costs of one counsel for all Indemnitees and, without limitationif necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Parent Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee)) of any violations such Indemnitee arising out of Environmental Laws or civil penalties relating to any claim or fines assessed any litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and whether or not such proceedings are brought by the U.S. Department of Parent Borrower, its equity holders, its Affiliates, creditors or any other third person) that relates to the Treasury’s Office of Foreign Assets Control (“OFAC”)) (Transaction, including the feesfinancing contemplated hereby, charges and disbursement of any counsel for kind or nature whatsoever which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by the Company or any Borrower arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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), or (iiic) any actual or alleged presence or release Release or threat of hazardous substances on Release of Hazardous Materials on, at, under or from any property currently or formerly owned or operated by the Parent Borrower, any Company Subsidiary or any of its Subsidiariesother Loan Party, or any environmental liability Environmental Liability related in any way to the Company Parent Borrower, any Subsidiary or any of its Subsidiariesother Loan Party, 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 theorytheory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether brought or not caused by a third party or by arising, in whole or in part, out of the Company or any Borrower, and regardless negligence of whether an Indemnitee is a party thereofthe Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or controlling Persons or any of the officers, directors, employees, agents, advisors or members of any of the foregoing, in each case who are involved in or aware of the Transaction (as determined by a court of competent jurisdiction in a final and non-appealable decision), (y) a material breach of the Loan Documents by final judgment such Indemnitee or one of its Affiliates or (z) disputes solely between and among such Indemnitees to have resulted the extent such disputes do not arise from any act or omission of the Parent Borrower or any of its Affiliates (other than with respect to a claim against an Indemnitee acting in its capacity as an Agent, Lead Arranger, Amendment No. 2 Lead Arranger or similar role under the Loan Documents unless such claim arose 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 IntraLinks or other similar information transmission systems in connection with this Agreement, 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 (y) result from a claim whether before or after the Closing Date). 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 the Company any Loan Party, its directors, managers, partners, stockholders or creditors or an Indemnitee or any Borrower against an other Person, whether or not any Indemnitee for breach in bad faith is otherwise a party thereto and whether or not any of such Indemnitee’s obligations the transactions contemplated hereunder or under any of the other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdictionDocuments is consummated. Notwithstanding any other provision in All amounts due under this Section, the Company and the Borrowers Section 10.05 shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances paid within ten (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory))10) Business Days after demand therefor; provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable feeshowever, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) that such Indemnitee shall have reasonably concluded promptly refund such amount to the extent that there may be legal defenses available is a final judicial or arbitral determination that such Indemnitee was not entitled to it that are different from indemnification or additional contribution rights with respect to those available such payment pursuant to the other Indemnitees; (iii) such Indemnitee express terms of this Section 10.05. The agreements in this Section 10.05 shall have reasonably concluded that it otherwise has divergent interests from 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 Indemnitees; or (iv) Obligations. For the Company avoidance of doubt, this Section 10.05 shall authorize in writing such Indemnified Party not apply to employ separate counsel at the Borrowers’ expenseTaxes other than Taxes that represent liabilities, obligations, losses, damages, etc., with respect to a non-Tax claim.

Indemnification by the Borrowers. The Borrowers Each Borrower shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company any Borrower or any Borrower other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 substances Hazardous Materials on or from any property owned or operated by any Company Borrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company any Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether an any Indemnitee is a party thereofthereto; 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 107 Sotheby’s Credit Agreement misconduct of such Indemnitee or (y) result from a claim brought by the Company any Borrower or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The (a) Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly indemnify and severally indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the LC Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “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 (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) disbursements (including the fees, charges and disbursement Attorney Costs) of any counsel for kind or nature whatsoever (collectively “Losses”) which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by the Company or any Borrower arising out of, of or in connection with, or as a result of with (i) the execution execution, delivery, enforcement, performance or delivery administration of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by any Company or any of its Subsidiaries, or any environmental liability related in any way to the Company or any of its Subsidiariestherefrom, or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by the Company defense of any pending or any Borrowerthreatened claim, investigation, litigation or proceeding) and regardless of whether an any Indemnitee is a party thereofthereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, Toyota – Five Year Credit Agreement (2018) judgments, suits, costs, expenses or related expenses disbursements are (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 Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, Document if the Company or any such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding jurisdiction or (z) result from a claim not involving an act or omission of any Borrower and that is brought by an Indemnitee against another Indemnitee (other provision than against any Arranger or the Administrative Agent in their capacities as such); provided further, that the obligations of any Borrower under this Section to indemnify any Indemnitee for any Loss with respect solely to such portion of any Loss relating to or calculated based on the loss of principal, interest or fees shall be limited solely to the amount of principal, interest or fees owed by such Borrower as otherwise provided in this SectionAgreement, the Company and the Borrowers such indemnity obligations as to such amounts shall not be responsible joint and several to all Borrowers. No Indemnitee shall be liable for any damages arising from the fees and expenses use by others of more than one separate firm any information or other materials obtained through a Platform in connection with this Agreement, except to the extent such damages resulted from the gross negligence or willful misconduct of attorneys for related claims such Indemnitee or in violation of clause (z) of the Indemnitees final paragraph of Section 6.1 (in each applicable case, as determined by a court of competent jurisdiction in a final and nonappealable judgment), nor shall any Indemnitee have any liability for any 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 same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatoryClosing Date)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Borrowers shall Borrowers, jointly and severally severally, shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company Borrowers or any Borrower other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 substances Hazardous Materials on or from any property owned or operated by any Company either Borrower or any of its their respective Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company either Borrower or any of its their respective Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company either Borrower or any other Loan Party or any of either Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether an any Indemnitee is a party thereofthereto; 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 Company either Borrower or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Borrowers shall jointly and Each Borrower will severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC Issuer, and each Related Party of any of the foregoing Persons and their respective successors and assigns (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, such Borrower’s ratable share of any and all losses, claims, damages, liabilities and related reasonable invoiced out-of-pocket expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable invoiced out-of-pocket fees, disbursements and other charges of one outside counsel to all Indemnitees (and disbursement of any additional counsel for any Indemniteeactual or reasonably perceived conflict of interest and, to the extent reasonably necessary, one special or regulatory counsel in multiple jurisdictions and one local counsel in each relevant jurisdiction (but no other counsels), )) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any either Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto 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 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 or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company either Borrower or any of its their respective Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company either Borrower or any of its their respective Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company either Borrower, its equityholders or any Borrowercreditors, or an Indemnitee, and regardless of whether an any Indemnitee is a party thereofthereto, 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 reasonable invoiced out-of-pocket expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the (a) gross negligence or negligence, willful misconduct or bad faith of such Indemnitee or (b) a material breach of the obligations of such Indemnitee under the Loan Documents or (y) arises from any dispute solely among Indemnitees (other than claims against any Indemnitee in its capacity or in fulfilling its role as an Administrative Agent or arranger under this Agreement) other than as a result from a claim brought of any act or omission by the Company either Borrower or any of their respective Affiliates. Neither Borrower shall, without the prior written consent of the relevant Indemnitee (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened investigation, litigation or proceeding against an Indemnitee for breach in bad faith respect of which indemnity could have been sought hereunder by such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if Indemnitee unless (i) the use such settlement includes an unconditional release of such counsel chosen by Indemnitee from all liability or claims that are the other Indemnitees to represent the Indemnitees would present subject matter of such counsel with a conflict; investigation, litigation or proceeding and (ii) such Indemnitee does not include any statement as to any admission of fault. This Section 10.04(b) shall have reasonably concluded not apply with respect to Taxes other than any Taxes that there may be legal defenses available to it that are different represent losses, claims, damages, etc. arising from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall jointly indemnify and severally indemnify the Administrative Agent (and any sub-agent thereof)hold harmless each Arranger, each Lender and the LC IssuerAgent-Related Person, each Lender, each of their respective Related Parties and each Related Party of any partner, director, officer, employee, counsel, agent, representative, trustee and advisor and attorney-in-fact of the foregoing Persons 183 IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 (each such Person being called an collectively, the “IndemniteeIndemnitees”) againstfrom and against (and will reimburse each Indemnitee, as and hold each Indemnitee harmless fromwhen incurred, for) any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs (including settlement costs), disbursements, and related reasonable and documented or invoiced out-of-pocket fees and expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable, documented out-of-pocket fees, disbursements and other charges and disbursement of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower arising out of, in connection with, or as a result of (i) one counsel to the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, Administrative Agent and the execution or delivery of this Agreement or any Security Agent, (ii) one counsel to the other Loan Document or any agreement or instrument contemplated hereby or therebyIndemnitees taken as a whole, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby or, (iii) in the case of an actual or perceived conflict of interest, where the Administrative Agent Indemnitee affected by such conflict informs the Borrowers of such conflict 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, and (and any sub-agent thereofiv) if necessary, one local counsel in each jurisdiction material to the interests of the Indemnitees (which may include a single special counsel acting in multiple jurisdictions) and its Related Parties onlyspecial counsel for each relevant specialty) of any kind or nature whatsoever which may at any time be imposed on, the administration incurred by or asserted or awarded against any such Indemnitee in any way relating to or arising out of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms or by reason of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by any Company or any of its Subsidiaries, or any environmental liability related in any way to the Company or any of its Subsidiaries, or (ivx) 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 foregoingfollowing, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by defense of any pending or threatened claim, investigation, litigation or proceeding): (a) the Company execution, delivery, enforcement, performance or administration of any Loan Document or any Borrowerother agreement, and regardless letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of whether an Indemnitee is a party thereofthe transactions contemplated thereby or (b) any Commitment or Loan or the use or proposed use of the proceeds therefrom; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, disbursements, fees or related expenses (x) are determined by a court of competent jurisdiction by in a final and non-appealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company any of its Affiliates or controlling persons or any Borrower against an Indemnitee for of the officers, directors, employees, agents, advisors, or members of any of the foregoing, (B) a material breach in bad faith of the Loan Documents by such Indemnitee’s obligations hereunder or under any other Loan DocumentArranger, if the Company Agent-Related Person, Lender (or any such Borrower has obtained a final judgment in its favor on such claim 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. Notwithstanding 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 provision Agent, in each case in their respective capacities as such) that 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 Parent or the Borrowers or any of their Subsidiaries; or (y) any actual or alleged presence or release of Hazardous Materials at, on, in, under, to or from any property currently or formerly owned or operated by Parent or any of its Subsidiaries, or any Environmental Liability related in any way to Parent or any of its Subsidiaries, ((x) and (y), collectively, the “Indemnified Liabilities”); 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 expenses are determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from 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. In the case of an investigation, litigation or other proceeding to which the indemnity in this SectionSection 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 Company Borrowers shall indemnify and hold harmless each Indemnitee in the manner set forth above; provided that the Borrowers shall not be responsible liable for any settlement effected without the fees and expenses Borrowers’ 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 more than one separate firm any Agent, the replacement of attorneys for related claims any Lender, the termination of the Indemnitees 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 or damages arising from any non-Tax claim. None of the Arrangers, Agent-Related Persons, Lenders, or their respective Related Parties or any partner, director, officer, employee, counsel, agent, representative, trustee, advisor or attorney-in-fact of the foregoing (collectively, the “Exculpated Persons”) 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 (including 184 IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 electronic telecommunications) in each applicable connection with this Agreement or any other Loan Document unless determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Exculpated Person, nor shall any Exculpated Person 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 same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)Closing Date); providedprovided that such waiver of special, however punitive, indirect or consequential damages shall not limit the Indemnitees shall have indemnification obligations of the right to employ separate counsel Loan Parties under this Section 10.05 and provided further that nothing contained in this paragraph will limit the Borrowers shall jointly and severally bear indemnification obligations of the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available Loan Parties under this Section 10.05 to the other Indemnitees; (iii) extent such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from indirect, special, punitive or consequential damages are included in any third party claim with respect to which the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party applicable Exculpated Person is entitled to employ separate counsel at the Borrowers’ expenseindemnification under this Section 10.05.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Lead Arranger, Administrative Agent (and any sub-agent thereof), each Lender and the LC Issuer, 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 or threatened release of hazardous substances on Hazardous Material on, at, under or from any property owned owned, leased, operated or operated used by any Company Borrower or any of its the Subsidiaries, or any environmental liability claim related in any way to the Company any Borrower or any of its the Subsidiaries, or (iv) any actual or prospective threatened 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 Company or any other Borrower, and regardless of whether an any Indemnitee is a party thereofthereto; 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 its Affiliates and the respective officers, directors, employees, attorneys, agents and advisors of such Indemnitee and its Affiliates or (y) result from a claim brought by the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in , and provided further that Article III (instead of this Section, the Company and the Borrowers Section 10.04) shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel govern indemnity with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available respect to the other Indemnitees; (iii) matters addressed in such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseArticle.

Indemnification by the Borrowers. The Borrowers shall jointly indemnify and severally indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender Lead Arranger, the Co-Manager, each Lender, each L/C Issuer and the LC Issuertheir respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors 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 (including Environmental Liabilities), obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses and related disbursements (including Attorney Costs but limited in the case of legal fees and expenses (includingto the reasonable and documented out-of-pocket fees, without limitationdisbursements and other charges of one counsel to all Indemnitees taken as a whole and, any violations of Environmental Laws or civil penalties or fines assessed by if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the U.S. Department interests of the Treasury’s Office Lenders, and solely in the case of Foreign Assets Control (“OFAC”)a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees) (including the fees, charges and disbursement of any counsel for kind or nature whatsoever which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party or by the Company or any Borrower way arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 presence or release of hazardous substances on or from any property owned or operated by any Company or any of its Subsidiaries, or any environmental liability related in any way to the Company or any of its Subsidiaries, Credit or (ivc) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, 4849-7283-2717 240 whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by the Company defense of any pending or any Borrowerthreatened claim, investigation, litigation or proceeding) and regardless of whether an any Indemnitee is a party thereofthereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses disbursements resulted from (x) are determined by a court of competent jurisdiction by final judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company of any of its Affiliates or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder their respective directors, officers, employees, partners, agents, advisors or under any other Loan Documentrepresentatives, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a final non-appealable judgment of a court of competent jurisdiction. Notwithstanding , (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other provision representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in this Sectionits capacity or in fulfilling its role as an Agent, the Company L/C Issuer or as a Lead Arranger under any Facility and the Borrowers shall not be responsible for the fees and expenses of more other than one separate firm of attorneys for related any claims of the Indemnitees in each applicable jurisdiction arising out of any act or omission of Holdings, the same set Borrowers, the Investors or any of allegations its Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or circumstances other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in addition connection with this Agreement, nor, to one separate firm the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of local attorneys 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 and for any out-of-pocket expenses in each jurisdiction case subject to the indemnification provisions of this Section 10.05); it being agreed that this sentence shall not limit the indemnification obligations of Holdings, the Borrowers or any Subsidiary. 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, any Subsidiary of 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 reasonably necessary specialty counsel whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such as tax and regulatory)reimbursement request); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable feeshowever, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) that such Indemnitee shall have reasonably concluded promptly refund the amount of any payment to the extent that there may be legal defenses available is a final judicial or arbitral determination that such Indemnitee was not entitled to it that are different from or additional indemnification rights with respect to those available such payment pursuant to the other Indemnitees; (iii) such Indemnitee express terms of this Section 10.05. The agreements in this Section 10.05 shall have reasonably concluded that it otherwise has divergent interests from survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Indemnitees; or (iv) Obligations. For the Company avoidance of doubt, this Section 10.05 shall authorize in writing such Indemnified Party not apply to employ separate counsel at the Borrowers’ expenseTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Indemnification by the Borrowers. The Borrowers shall jointly indemnify and severally indemnify the Administrative Agent (and any sub-agent thereof)hold harmless each Arranger, each Lender and the LC IssuerAgent-Related Person, each Lender, each of their respective Related Parties and each Related Party of any partner, director, officer, employee, counsel, agent, representative, trustee and advisor and attorney-in-fact of the foregoing Persons (each such Person being called an collectively, the “IndemniteeIndemnitees”) againstfrom and against (and will reimburse each Indemnitee, as and hold each Indemnitee harmless fromwhen incurred, for) any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs (including settlement costs), disbursements, and related reasonable and documented or invoiced out-of-pocket fees and 177 expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable, documented out-of-pocket fees, disbursements and other charges and disbursement of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower arising out of, in connection with, or as a result of (i) one counsel to the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, Administrative Agent and the execution or delivery of this Agreement or any Security Agent, (ii) one counsel to the other Loan Document or any agreement or instrument contemplated hereby or therebyIndemnitees taken as a whole, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby or, (iii) in the case of an actual or perceived conflict of interest, where the Administrative Agent Indemnitee affected by such conflict informs the Borrowers of such conflict 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, and (and any sub-agent thereofiv) if necessary, one local counsel in each jurisdiction material to the interests of the Indemnitees (which may include a single special counsel acting in multiple jurisdictions) and its Related Parties onlyspecial counsel for each relevant specialty) of any kind or nature whatsoever which may at any time be imposed on, the administration incurred by or asserted or awarded against any such Indemnitee in any way relating to or arising out of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms or by reason of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by any Company or any of its Subsidiaries, or any environmental liability related in any way to the Company or any of its Subsidiaries, or (ivx) 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 foregoingfollowing, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by defense of any pending or threatened claim, investigation, litigation or proceeding): (a) the Company execution, delivery, enforcement, performance or administration of any Loan Document or any Borrowerother agreement, and regardless letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of whether an Indemnitee is a party thereofthe transactions contemplated thereby or (b) any Commitment or Loan or the use or proposed use of the proceeds therefrom; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, disbursements, fees or related expenses (x) are determined by a court of competent jurisdiction by in a final and non-appealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company any of its Affiliates or controlling persons or any Borrower against an Indemnitee for of the officers, directors, employees, agents, advisors, or members of any of the foregoing, (B) a material breach in bad faith of the Loan Documents by such Indemnitee’s obligations hereunder or under any other Loan DocumentArranger, if the Company Agent-Related Person, Lender (or any such Borrower has obtained a final judgment in its favor on such claim 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. Notwithstanding 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 provision Agent, in each case in their respective capacities as such) that 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 Parent or the Borrowers or any of their Subsidiaries; or (y) any actual or alleged presence or release of Hazardous Materials at, on, in, under, to or from any property currently or formerly owned or operated by Parent or any of its Subsidiaries, or any Environmental Liability related in any way to Parent or any of its Subsidiaries, ((x) and (y), collectively, the “Indemnified Liabilities”); 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 expenses are determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from 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. In the case of an investigation, litigation or other proceeding to which the indemnity in this SectionSection 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 Company Borrowers shall indemnify and hold harmless each Indemnitee in the manner set forth above; provided that the Borrowers shall not be responsible liable for any settlement effected without the fees and expenses Borrowers’ 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 more than one separate firm any Agent, the replacement of attorneys for related claims any Lender, the termination of the Indemnitees 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 or damages arising from any non-Tax claim. None of the Arrangers, Agent-Related Persons, Lenders, or their respective Related Parties or any partner, director, officer, employee, counsel, agent, representative, trustee, advisor or attorney-in-fact of the foregoing (collectively, the “Exculpated Persons”) 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 (including electronic telecommunications) in each applicable connection with this Agreement or any other Loan Document unless determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Exculpated Person, nor shall any Exculpated Person or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan 178 Document or arising out of its activities in connection herewith or therewith (whether before or after the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)Closing Date); providedprovided that such waiver of special, however punitive, indirect or consequential damages shall not limit the Indemnitees shall have indemnification obligations of the right to employ separate counsel Loan Parties under this Section 10.05 and provided further that nothing contained in this paragraph will limit the Borrowers shall jointly and severally bear indemnification obligations of the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available Loan Parties under this Section 10.05 to the other Indemnitees; (iii) extent such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from indirect, special, punitive or consequential damages are included in any third party claim with respect to which the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party applicable Exculpated Person is entitled to employ separate counsel at the Borrowers’ expenseindemnification under this Section 10.05.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender Lender, and the LC Letter of Credit 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, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including any Environmental Claims), damagesdamages (other than consequential, special, indirect or punitive damages arising directly as a result of the actions of such Indemnitee), liabilities and related expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee) (limited to one counsel for the Administrative Agent and each other Indemnitee and one local counsel in any applicable jurisdiction), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Company Borrowers or any Borrower other Credit 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 the commitment letter, term sheet and Fee Letter relating to this Credit Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or, in 120 (including the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsCredit Facility), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 Release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company Credit Party or any of its SubsidiariesSubsidiary thereof, or any environmental liability Environmental Claim related in any way to the Company any Credit Party or any of its SubsidiariesSubsidiary, 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 Company any Credit Party or any BorrowerSubsidiary thereof, and regardless of whether an any Indemnitee is a party thereof; provided that such indemnity shall notthereto, 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 judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.or

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC Issuer, 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable fees, charges and disbursement disbursements of any counsel (including the allocated costs of internal counsel) for any Indemnitee)) and settlement costs, and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company Borrowers or any Borrower other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Commitments hereunder, 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 its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 substances Hazardous Materials on or from any property Property owned or operated by any Company the Borrowers or any of its their Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company Borrowers or any of its 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 Company Borrowers or any Borrowerother Loan Party, and regardless of whether an any Indemnitee is a party thereofthereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses or settlement costs (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 Company Borrowers or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company Borrowers or any such Borrower 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. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”"INDEMNITEE") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (includingexpenses, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), Indemnitee (but not including Excluded Taxes) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the Transactions or any other transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentshereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company Borrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any Borrower, theory and regardless of whether an any Indemnitee is a party thereofthereto; 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 result from or arise out of competent jurisdiction by final judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.364-DAY CREDIT AGREEMENT

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Second Lien Administrative Agent (and any sub-agent thereof), ) and each Lender and the LC IssuerSecond Lien 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company Borrowers or any Borrower other Loan Party arising out of, in connection with, or as a result of any actual or prospective claims, litigation, actions, proceedings or investigations arising out of or relating to the following (whether based on contract, tort or any other theory, whether brought by a third party or by any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributing or sole negligence of the Indemnitee): (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Second Lien 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 its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Second Lien Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit)therefrom, or (iii) any actual or alleged presence or release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company Holdings or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company Holdings or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any Borrower, and regardless of whether an Indemnitee is a party thereof; 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 Company or any Borrower Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Second Lien Loan Document, if the Company or any such Borrower Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. (i) The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC IssuerLender, 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 claims, penalties, fines, actual, out-of-pocket losses, claimsactual, out-of-pocket damages, liabilities actual, out-of-pocket liabilities, and related actual, out-of-pocket expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the actual fees, charges and disbursement disbursements of any counsel for any Indemnitee), in each case incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company Borrowers or any Borrower other Credit Party (collectively, the “Indemnified Amounts”) arising out of, in connection with, or as a result of (iA) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution Credit Documents, any Loan, any Collateral, the Mortgage Loan Documents, any transaction or delivery Extension of this Agreement or any other Loan Document or any agreement or instrument Credit contemplated hereby or thereby, the performance by the parties hereto or any amendment, supplement, extension or modification of, or any waiver or consent under or in respect of their respective obligations hereunder or thereunderthis Agreement, the consummation Credit Documents, any Loan, any Collateral, the Mortgage Loan Documents or any transaction or Extension of the transactions Credit contemplated hereby or thereby orthereby, (B) any Mortgage Asset or any other Collateral under the Credit Documents, (C) any violation or alleged violation of, non-compliance with or liability under any Requirement of Law (including, without limitation, violation of Securities Laws and Environmental Laws), (D) ownership of, Liens on, security interests in or the case exercise of rights and/or remedies under the Administrative Agent (and any sub-agent thereof) and its Related Parties onlyCredit Documents, the administration of this Agreement and the other Mortgage Loan Documents, the Collateral, any other collateral under the Credit Documents, the Underlying Mortgaged Property, any other related Property or collateral or any part thereof or any interest therein or receipt of any Income or rents, (iiE) any accident, injury to or death of any person or loss of or damage to Property occurring in, on or about any Underlying Mortgaged Property, any other related Property or collateral or any part thereof, the related Collateral or on the adjoining sidewalks, curbs, parking areas, streets or ways, (F) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Underlying Mortgaged Property, any other related Property or collateral or any part thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (G) any failure on the part of the Credit Parties to perform or comply with any of the terms of the Mortgage Loan Documents, the Credit Documents, the Collateral or Letter any other collateral under the Credit Documents, (H) performance of Credit any labor or services or the use furnishing of any materials or proposed use other Property in respect of the proceeds therefrom Underlying Mortgaged Property, any other related Property or collateral, the Collateral or any part thereof, (including I) any refusal claim by the LC Issuer brokers, finders or similar Persons claiming to honor be entitled to a demand for payment under a Letter of Credit if the documents presented commission in connection with such demand do not comply with any lease or other transaction involving any Underlying Mortgaged Property, any other related Property or collateral, the terms of such Letter of Credit)Collateral or any part thereof or the Credit Documents, (iiiJ) any actual Taxes including, without limitation, any Taxes attributable to the execution, delivery, filing or alleged presence or release recording of hazardous substances on or from any property owned or operated by Credit Document, any Company Mortgage Loan Document or any memorandum of its Subsidiaries, or any environmental liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based (K) any Lien or claim arising on contractor against the Underlying Mortgaged Property, tort any other related Property or collateral, the Collateral or any part thereof under any Requirement of Law or any liability asserted against the Administrative Agent or any Lender with respect thereto, (L) the claims of any lessee or any Person acting through or under any lessee or otherwise arising under or as a consequence of any leases with respect to any Underlying Mortgaged Property, related Property or collateral, or any claims of an Obligor, (M) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with the defense thereof, by any Indemnitee as a result of conduct of any Credit Party that violates any sanction enforced by OFAC, (N) any and all Indemnified Amounts arising out of, attributable or relating to, accruing out of, or resulting from (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any Property or Underlying Mortgaged Property by any Person or other theorysource, whether brought by a third party related or by the Company unrelated to any other Credit Party or any BorrowerObligor, and regardless (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Property or Underlying Mortgaged Property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether an Indemnitee is a party thereof; provided that such indemnity shall not, as related or unrelated to any Credit Party or any Obligor in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Property or Underlying Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Property or Underlying Mortgaged Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Property or Underlying Mortgaged Property by any Person or other source, whether related or unrelated to any Credit Party or any Obligor, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Property or Underlying Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or inaccuracy in any representation or warranty in any material respect or material breach or failure to perform any covenants or other obligations pursuant to this Agreement, the other Credit Documents or any of the Mortgage Loan Documents or relating to environmental matters in any way including, without limitation, under any of the Mortgage Loan Documents or (O) any Credit Party’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Section that, in each case, results from anything other than 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 judgment to have resulted from the ’s gross negligence or willful misconduct misconduct. In any suit, proceeding or action brought by an Indemnitee in connection with any Collateral or any other collateral under the Credit Documents for any sum owing thereunder, or to enforce any provisions of any Collateral or any other collateral under the Credit Documents, the Credit Parties shall save, indemnify and hold such Indemnitee harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor, obligor or Obligor thereunder arising out of a breach by any Credit Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such Indemnitee account debtor, obligor or (y) result Obligor or its successors from a claim brought by any Credit Party. Each of the Company or any Borrower against Credit Parties also agrees to reimburse an Indemnitee as and when billed by such Indemnitee for breach all such Indemnitee’s actual, out-of-pocket costs, expenses and fees incurred in bad faith connection with the enforcement or the preservation of such Indemnitee’s obligations hereunder rights under this Agreement, the Credit Documents, the Mortgage Loan Documents and any transaction or under Extension of Credit contemplated hereby or thereby, including, without limitation, the reasonable fees and disbursements of its counsel. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party and/or any of their officers, directors, shareholders, employees or creditors, an Indemnitee or any other Loan Document, if the Company Person or any such Borrower has obtained Indemnitee is otherwise a final judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding party thereto and whether or not any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expensetransaction contemplated hereby is consummated.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, the Documentation Agent, each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company Borrowers or any Borrower other Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto 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 its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 substances Hazardous Materials on or from any property owned or operated by any Company the Borrowers or any of its Subsidiariesother Credit Party, or any environmental liability Environmental Liability related in any way to the Company Borrowers or any of its Subsidiariesother 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 Company Borrowers or any Borrowerother Credit Party, and regardless of whether an any Indemnitee is a party thereofthereto; 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 (y) result from a claim brought by the Company Borrowers or any Borrower 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 Company Borrowers or any such Borrower other Credit Parties has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in Without limiting the provisions of Section 3.01(c), this Section, the Company and the Borrowers Section 10.4(b) shall not be responsible for the fees and expenses of more apply with respect to Taxes other than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction any Taxes that represent losses, claims, damages, etc. arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall jointly indemnify and severally indemnify the Administrative Agent hold harmless each Agent, Swing Line Lender, Issuing Bank, Lender each Arranger and their respective Affiliates (other than Excluded Affiliates) and any sub-agent thereof), each Lender and the LC Issuercontrolling Persons, and their respective directors, officers, employees, advisors, agents and other representatives of each Related Party of any of the foregoing Persons and their respective successors and permitted assigns (each such Person being called an but excluding any Excluded Affiliates) (collectively the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all actual losses, claims, damages, liabilities and related expenses (includingincluding Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, without limitationdisbursements and other charges of one counsel to all Indemnitees taken as a whole and, any violations of Environmental Laws or civil penalties or fines assessed by if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the U.S. Department interests of the Treasury’s Office Lenders, and solely in the case of Foreign Assets Control (“OFAC”an actual conflict of interest, one additional counsel in each relevant material jurisdiction to the affected Indemnitees similarly situated)) (including the fees, charges and disbursement in each case except allocated costs of in-house counsel, of any counsel for kind or nature whatsoever which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by the Company or any Borrower arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiic) any actual or alleged presence or release Release of hazardous substances on Hazardous Materials at, on, under or from any property owned or facility currently or formerly owned, leased or operated by any Company the Loan Parties or any of its SubsidiariesSubsidiary, or any environmental liability related in any way Environmental Liability of or relating to the Company Loan Parties or any of its SubsidiariesSubsidiary, 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 theorytheory (including any investigation of, whether brought by preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) (a third party or by the Company or any Borrower, “Proceeding”) and regardless of whether an any Indemnitee is a party thereofthereto or whether or not such Proceeding is brought by the Borrowers or any other person and, in each case, whether or not caused by or arising, in whole or in part, out of the 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 and expenses resulted from (w) the gross negligence, bad faith, fraud or related expenses willful misconduct of such Indemnitee or of any of its Related Indemnified Persons, as determined by a final non-appealable judgment of a court of competent jurisdiction, (x) are a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Related Indemnified Persons, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under any Facility and other than any claims arising out of any act or omission of the Borrowers or any of their Affiliates or (z) settlements effected without the Borrowers’ prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with Borrowers’ written consent, or if there is a final judgment against an Indemnitee, the Borrowers shall indemnify and hold harmless such Indemnitee to the extent and the manner set forth above. In case any Proceeding is instituted involving any Indemnitee for which indemnification is to be sought hereunder by such Indemnitee, then such Indemnitee will promptly notify the Parent Borrower of the commencement of any such Proceeding; provided, however, that the failure so to notify the Parent Borrower will not relieve the Borrowers from any liability to such Indemnitee pursuant to this Section 10.05. Each applicable Indemnitee (by accepting the benefits hereof) agrees to refund and return any and all amounts paid by or on behalf of the Borrowers (or any other Loan Party) to such Indemnitee, in each case, pursuant to the terms of this paragraph to the extent such Indemnitee is not entitled to the payment thereof pursuant to the terms of this paragraph, as determined by a final non-appealable judgment of a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (except for direct (as opposed to indirect, special, punitive or consequential) damages resulting from the gross negligence, bad faith, fraud or willful misconduct of, or material breach of this Agreement or the other Loan Documents, as determined by a court of competent jurisdiction in a final and non-appealable judgment, of any such Indemnitee), nor shall any Indemnitee, Related Indemnified Person, Loan Party or any Subsidiary 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 obligations, liabilities, losses, damages, penalties, demands, actions, judgments, suits, costs, disbursements, claims or expenses incurred or paid or required to be paid by final judgment an Indemnitee to have resulted from a third party (including another Indemnitee)). In the gross negligence case of an investigation, litigation or willful misconduct 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, any Subsidiary of such any Loan Party, its directors, stockholders or creditors or an Indemnitee or (y) result from any other Person, whether or not any Indemnitee is otherwise a claim brought by party thereto and whether or not any of the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations transactions contemplated hereunder or under any of the other Loan DocumentDocuments are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request). The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent, if the Company resignation of an Issuing Bank or Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims. To the extent that the Borrowers for any reason fails to pay any amount required under this Section 10.05 or Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Bank, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such Borrower has obtained a final judgment sub-agent), the Issuing Bank, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Swing Line Lender or the Issuing Bank in its favor on capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Sectionsub-agent), the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims Swing Line Lender or Issuing Bank in connection with such capacity. The obligations of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that Lenders under this paragraph are different from or additional to those available subject to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseprovisions of Section 2.12(d).

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally severally, indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, each Lender and the LC Issuer, and each Related Party of any of the foregoing Persons (each such Person being called of the foregoing Persons, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, 124 damages, liabilities and related expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Company BVI Borrower or any Borrower other Loan Party) arising out of, in connection with, or as a result of of: (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, or any hedging arrangement related thereto, the performance by the parties hereto Loan Parties of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release Release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company Loan Party or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company any Loan Party or any of its Subsidiaries, 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 Company BVI Borrower or any Borrowerother Loan Party, and regardless of whether an any Indemnitee is a party thereofthereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses expenses: (xA) 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 (yB) result from a claim brought by the Company BVI Borrower or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company BVI Borrower or any such Borrower Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding To the extent that any other provision undertaking in this Sectionclause may be unenforceable because it is violative of any Applicable Law or public policy, the Company BVI Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the Borrowers payment and satisfaction of such undertaking. This Section 12.03(b) shall not be responsible for the fees and expenses of more apply with respect to Taxes other than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction any Taxes that represent losses, claims, damages, etc. arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall jointly Whether or not the transactions contemplated hereby are consummated, Xxxxxxx-Xxxxxx International (without limiting the liability of each of the other Loan Parties to do so in their ratable share) will indemnify and severally indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender Lender, each Joint Lead Arranger, the L/C Issuer and their respective Affiliates and their officers, directors, employees, counsel, agents and advisors and attorneys-in-fact (collectively the LC Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all losses, liabilities, obligations, claims, damages, liabilities penalties, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the commitment letter related expenses (to this Agreement, including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department syndication and arrangement of the Treasury’s Office of Foreign Assets Control Loans, (“OFAC”)b) (including the feesexecution, charges and disbursement delivery, enforcement, performance or administration of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 its Agent-Related Persons Parties only, the administration of this Agreement and the other Loan DocumentsDocuments or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, (iic) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 hazardous substances Hazardous Materials on or from any property currently or formerly owned or operated by any Company of the Loan Parties or any of its their respective Subsidiaries, or any environmental liability Environmental Liability related in any way to any of the Company Loan Parties or any of its Subsidiaries, their respective Subsidiaries 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 Company defense of any pending or any Borrowerthreatened claim, investigation, litigation or proceeding) and regardless of whether an any Indemnitee is a party thereofthereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, liabilities, obligations, claims, damages, liabilities penalties, demands, actions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through the internet or intranet websites or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any 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). In the case of an investigation, litigation or 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 of the Loan Parties or any of their respective 112 Subsidiaries, their directors, stockholders or auditors or an Indemnitee or (y) result from any other Person, whether or not any Indemnitee is otherwise a claim brought by party thereto and whether or not any of the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations transactions contemplated hereunder or under any of the other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdictionDocuments are consummated. Notwithstanding any other provision All amounts due under this Section 10.05 shall be payable within thirty days after demand therefor. The agreements in this SectionSection 10.05 shall survive the resignation of the Administrative Agent, the Company replacement of any Lender, the termination of the Aggregate Commitments and the Borrowers shall not be responsible for the fees and expenses repayment, satisfaction or discharge of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by all the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseObligations.

Indemnification by the Borrowers. (i) The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC IssuerLender, 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 claims, penalties, fines, actual, out-of-pocket losses, claimsactual, out-of-pocket damages, liabilities actual, out-of-pocket liabilities, and related actual, out-of-pocket expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the actual fees, charges and disbursement disbursements of any counsel for any Indemnitee), in each case incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company Borrowers or any Borrower other Credit Party (collectively, the “Indemnified Amounts”) arising out of, in connection with, or as a result of (iA) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution Credit Documents, any Loan, any Collateral, the Mortgage Loan Documents, any transaction or delivery Extension of this Agreement or any other Loan Document or any agreement or instrument Credit contemplated hereby or thereby, the performance by the parties hereto or any amendment, supplement, extension or modification of, or any waiver or consent under or in respect of their respective obligations hereunder or thereunderthis Agreement, the consummation Credit Documents, any Loan, any Collateral, the Mortgage Loan Documents or any transaction or Extension of the transactions Credit contemplated hereby or thereby orthereby, (B) any Mortgage Asset or any other Collateral under the Credit Documents, (C) any violation or alleged violation of, non–compliance with or liability under any Requirement of Law (including, without limitation, violation of Securities Laws and Environmental Laws), (D) ownership of, Liens on, security interests in or the case exercise of rights and/or remedies under the Administrative Agent (and any sub-agent thereof) and its Related Parties onlyCredit Documents, the administration of this Agreement and the other Mortgage Loan Documents, the Collateral, any other collateral under the Credit Documents, the Underlying Mortgaged Property, any other related Property or collateral or any part thereof or any interest therein or receipt of any Income or rents, (iiE) any accident, injury to or death of any person or loss of or damage to Property occurring in, on or about any Underlying Mortgaged Property, any other related Property or collateral or any part thereof, the related Collateral or on the adjoining sidewalks, curbs, parking areas, streets or ways, (F) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Underlying Mortgaged Property, any other related Property or collateral or any part thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (G) any failure on the part of the Credit Parties to perform or comply with any of the terms of the Mortgage Loan Documents, the Credit Documents, the Collateral or Letter any other collateral under the Credit Documents, (H) performance of Credit any labor or services or the use furnishing of any materials or proposed use other Property in respect of the proceeds therefrom Underlying Mortgaged Property, any other related Property or collateral, the Collateral or any part thereof, (including I) any refusal claim by the LC Issuer brokers, finders or similar Persons claiming to honor be entitled to a demand for payment under a Letter of Credit if the documents presented commission in connection with such demand do not comply with any lease or other transaction involving any Underlying Mortgaged Property, any other related Property or collateral, the terms of such Letter of Credit)Collateral or any part thereof or the Credit Documents, (iiiJ) any actual Taxes including, without limitation, any Taxes attributable to the execution, delivery, filing or alleged presence or release recording of hazardous substances on or from any property owned or operated by Credit Document, any Company Mortgage Loan Document or any memorandum of its Subsidiaries, or any environmental liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based (K) any Lien or claim arising on contractor against the Underlying Mortgaged Property, tort any other related Property or collateral, the Collateral or any part thereof under any Requirement of Law or any liability asserted against the Administrative Agent or any Lender with respect thereto, (L) the claims of any lessee or any Person acting through or under any lessee or otherwise arising under or as a consequence of any leases with respect to any Underlying Mortgaged Property, related Property or collateral, or any claims of an Obligor, (M) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with the defense thereof, by any Indemnitee as a result of conduct of any Credit Party that violates any sanction enforced by OFAC, (N) any and all Indemnified Amounts arising out of, attributable or relating to, accruing out of, or resulting from (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any Property or Underlying Mortgaged Property by any Person or other theorysource, whether brought by a third party related or by the Company unrelated to any other Credit Party or any BorrowerObligor, and regardless (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Property or Underlying Mortgaged Property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether an Indemnitee is a party thereof; provided that such indemnity shall not, as related or unrelated to any Credit Party or any Obligor in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Property or Underlying Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Property or Underlying Mortgaged Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Property or Underlying Mortgaged Property by any Person or other source, whether related or unrelated to any Credit Party or any Obligor, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Property or Underlying Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or inaccuracy in any representation or warranty in any material respect or material breach or failure to perform any covenants or other obligations pursuant to this Agreement, the other Credit Documents or any of the Mortgage Loan Documents or relating to environmental matters in any way including, without limitation, under any of the Mortgage Loan Documents or (O) any Credit Party’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Section that, in each case, results from anything other than 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 judgment to have resulted from the ’s gross negligence or willful misconduct misconduct. In any suit, proceeding or action brought by an Indemnitee in connection with any Collateral or any other collateral under the Credit Documents for any sum owing thereunder, or to enforce any provisions of any Collateral or any other collateral under the Credit Documents, the Credit Parties shall save, indemnify and hold such Indemnitee harmless from and against all expense, loss or damage suffered by reason of any defense, set–off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor, obligor or Obligor thereunder arising out of a breach by any Credit Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such Indemnitee account debtor, obligor or (y) result Obligor or its successors from a claim brought by any Credit Party. Each of the Company or any Borrower against Credit Parties also agrees to reimburse an Indemnitee as and when billed by such Indemnitee for breach all such Indemnitee’s actual, out-of-pocket costs, expenses and fees incurred in bad faith connection with the enforcement or the preservation of such Indemnitee’s obligations hereunder rights under this Agreement, the Credit Documents, the Mortgage Loan Documents and any transaction or under Extension of Credit contemplated hereby or thereby, including, without limitation, the reasonable fees and disbursements of its counsel. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party and/or any of their officers, directors, shareholders, employees or creditors, an Indemnitee or any other Loan Document, if the Company Person or any such Borrower has obtained Indemnitee is otherwise a final judgment in its favor on such claim as determined by a court of competent jurisdictionparty thereto and whether or not any transaction contemplated hereby is consummated. Notwithstanding any other provision in this Section, the Company First Amended and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances Restated Credit Agreement (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatoryWexxx Xargo/Caplease)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Borrowers shall jointly and severally their Subsidiaries will indemnify and defend the Administrative Agent Agent, the Lenders and each of their respective shareholders, partners, members, managers, directors, officers, employees, agents, attorneys and Affiliates (collectively, the "Indemnified Persons") against and hold each Indemnified Person harmless from any sub-agent thereofand all liabilities, obligations, losses, damages, costs, expenses, claims, penalties, Actions, judgments, disbursements of any kind or nature whatsoever, interest, fines, cleanup costs, settlements, costs of preparation and investigation, costs incurred in enforcing this indemnity and reasonable attorneys' fees and expenses (collectively, "Losses"), each Lender and that any of the LC IssuerIndemnified Persons may incur, and each Related Party suffer, sustain or become subject to arising out of, relating to, or due to (i) any material inaccuracy or breach of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, representations and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement warranties of any counsel for Credit Party contained in any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Credit Document or in any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or certificate delivered thereunder, the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) the nonfulfillment or breach of any Loan covenant, undertaking, agreement or Letter other obligation of any Credit Party contained in any Credit Document or the use or proposed use of the proceeds therefrom (including in any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit)certificate delivered thereunder, (iii) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by any Company or any of its SubsidiariesEnvironmental Liability, or any environmental liability related in any way to the Company or any of its Subsidiaries, or and/or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to use of proceeds of any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any Borrower, and regardless of whether an Indemnitee is a party thereofTerm Loan; provided that such indemnity shall not, as -------- to any IndemniteeIndemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court Losses arise out of competent jurisdiction by final judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company or any Borrower against Person. Upon request of an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan DocumentIndemnified Person, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person(s) in connection with any Losses or threatened Losses and shall pay the fees and expenses disbursements of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees counsel. Each Indemnified Person shall have the right to employ separate its own counsel and at the expense of the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use employment of such counsel chosen by the other Indemnitees Indemnified Person at the Borrowers' expense has been authorized in writing by the Borrowers, (ii) the Borrowers have not in fact employed counsel to represent the Indemnitees would present such Indemnified Person within a reasonable time after receiving notice of a request for the retention of counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent both the Indemnified Person and the Borrowers are implicated with respect to the Losses or the threatened Losses, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests from between them, in each of which cases the other Indemnitees; or reasonable fees and expenses of counsel (ivincluding local counsel) the Company shall authorize in writing such Indemnified Party to employ separate counsel will be at the expense of the Borrowers’ expense, and all such fees and expenses will be reimbursed promptly as they are incurred.

Indemnification by the Borrowers. The Borrowers shall jointly Whether or not the transactions contemplated hereby are consummated, Xxxxxxx-Xxxxxx International (without limiting the liability of each of the other Loan Parties to do so in their ratable share) will indemnify and severally indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender Lender, each Joint Lead Arranger, the L/C Issuers and their respective Affiliates and their officers, directors, employees, counsel, agents and advisors and attorneys-in-fact (collectively the LC Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all losses, liabilities, obligations, claims, damages, liabilities penalties, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the commitment letter related expenses (to this Agreement, including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department syndication and arrangement of the Treasury’s Office of Foreign Assets Control Loans, (“OFAC”)b) (including the feesexecution, charges and disbursement delivery, enforcement, performance or administration of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 its Agent-Related Persons Parties only, the administration of this Agreement and the other Loan DocumentsDocuments or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, (iic) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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), (iiid) any actual or alleged presence or release of hazardous substances Hazardous Materials on or from any property currently or formerly owned or operated by any Company of the Loan Parties or any of its their respective Subsidiaries, or any environmental liability Environmental Liability related in any way to any of the Company Loan Parties or any of its Subsidiaries, their respective Subsidiaries or (ive) any actual or prospective claim, litigation, investigation or proceeding relating to any of 112 the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) whether or not such claim, litigation, investigation or proceeding is brought by a third party or by the Company Xxxxxxx-Xxxxxx International or any Borrowerother Loan Party or its or their respective equity holders, Affiliates, creditors or any other third Persons and whether based on contract, tort or any other theory and regardless of whether an any Indemnitee is a party thereofthereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, liabilities, obligations, claims, damages, liabilities penalties, demands, actions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through the internet or intranet websites or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any 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). In the case of an investigation, litigation or 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 of the Loan Parties or any of their respective Subsidiaries, their directors, stockholders or auditors or an Indemnitee or (y) result from any other Person, whether or not any Indemnitee is otherwise a claim brought by party thereto and whether or not any of the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations transactions contemplated hereunder or under any of the other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdictionDocuments are consummated. Notwithstanding any other provision All amounts due under this Section 10.05 shall be payable within thirty days after demand therefor. The agreements in this SectionSection 10.05 shall survive the resignation of the Administrative Agent, the Company replacement of any Lender, the termination of the Aggregate Commitments and the Borrowers repayment, satisfaction or discharge of all the other Obligations. This Section 10.05 shall not be responsible for the fees and expenses of more apply with respect to taxes other than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction any taxes that represent losses, claims, damages, etc. arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as from any non-tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseclaim.

Indemnification by the Borrowers. The Borrowers Each Borrower shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.1), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 substances Hazardous Materials on or from any property owned or operated by any Company a Loan Party or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any BorrowerLoan Party, and regardless of whether an any Indemnitee is a party thereofthereto; 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 Company or any Borrower Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.103

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC Issuer, 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company Borrowers or any Borrower other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other 104 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 its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 presence or release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company the Borrowers or any of its their Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company Borrowers or any of its 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 Company Borrowers or any Borrowerother Loan Party, and regardless of whether an any Indemnitee is a party thereofthereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company Borrowers or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company Borrowers or any such Borrower Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers This Section 10.04(b) shall not be responsible for the fees and expenses of more apply with respect to Taxes other than one separate firm of attorneys for related any Taxes that represent losses, claims of the Indemnitees in each applicable jurisdiction or damages arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall jointly Whether or not the transactions contemplated hereby are consummated, Xxxxxxx-Xxxxxx International (without limiting the liability of each of the other Loan Parties to do so in their ratable share) will indemnify and severally indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender Lender, each Joint Lead Arranger, the L/C Issuers and their respective Affiliates and their officers, directors, employees, counsel, agents and advisors and attorneys-in-fact (collectively the LC Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all losses, liabilities, obligations, claims, damages, liabilities penalties, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the commitment letter related expenses (to this Agreement, including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department syndication and arrangement of the Treasury’s Office of Foreign Assets Control Loans, (“OFAC”)b) (including the feesexecution, charges and disbursement delivery, enforcement, performance or administration of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 its Agent-Related Persons Parties only, the administration of this Agreement and the other Loan DocumentsDocuments or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, (iic) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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), (iiid) any actual or alleged presence or release of hazardous substances Hazardous Materials on or from any property 106 currently or formerly owned or operated by any Company of the Loan Parties or any of its their respective Subsidiaries, or any environmental liability Environmental Liability related in any way to any of the Company Loan Parties or any of its Subsidiaries, their respective Subsidiaries 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, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) whether or not such claim, litigation, investigation or proceeding is brought by a third party or by the Company Xxxxxxx-Xxxxxx International or any Borrowerother Loan Party or its or their respective equity holders, Affiliates, creditors or any other third Persons and whether based on contract, tort or any other theory and regardless of whether an any Indemnitee is a party thereofthereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, liabilities, obligations, claims, damages, liabilities penalties, demands, actions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through the internet or intranet websites or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any 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). In the case of an investigation, litigation or 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 of the Loan Parties or any of their respective Subsidiaries, their directors, stockholders or auditors or an Indemnitee or (y) result from any other Person, whether or not any Indemnitee is otherwise a claim brought by party thereto and whether or not any of the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations transactions contemplated hereunder or under any of the other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdictionDocuments are consummated. Notwithstanding any other provision All amounts due under this Section 10.05 shall be payable within thirty days after demand therefor. The agreements in this SectionSection 10.05 shall survive the resignation of the Administrative Agent, the Company replacement of any Lender, the termination of the Aggregate Commitments and the Borrowers shall not be responsible for the fees and expenses repayment, satisfaction or discharge of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by all the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseObligations.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by including settlement costs and the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable fees, charges and disbursement disbursements of any counsel for any Indemnitee; provided that for any individual claim or series or related claims, this indemnity shall only apply to the legal fees, charges and disbursements of one primary outside counsel and any reasonably necessary local outside counsel for all Indemnitees, unless the representation of all Indemnitees by one counsel would be inappropriate due to the existence of an actual or potential conflict of interest, in which case this indemnity shall also apply to the legal fees, charges and disbursements of additional outside counsel to such conflicted Indemnitees), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Company or any Borrower Borrowers) 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 the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby Transactions, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Term A Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release aspect of hazardous substances on or from any property owned or operated by any Company or any of its Subsidiaries, or any environmental liability related in any way to the Company or any of its SubsidiariesR360 Acquisition, 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 Company Borrowers or any other Borrower, and regardless of whether an any Indemnitee is a party thereofthereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company or any Borrower Borrowers against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has Borrowers have obtained a final and nonappealable judgment in its their favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in Without limiting the provisions of Section 3.01(c), this Section, the Company and the Borrowers Section 10.04(b) shall not be responsible for the fees and expenses of more apply with respect to Taxes other than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction any Taxes that represent losses, claims, damages, etc. arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and hold harmless the Administrative Agent (and any sub-agent thereof), each Lender and the LC L/C Issuer, the Arrangers, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) 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 (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) disbursements (including the fees, charges and disbursement Attorney Costs) of any counsel for kind or nature whatsoever which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by the Company or any Borrower arising out of, of or in connection with, or as a result of with (i) the execution execution, delivery, enforcement, performance or delivery administration of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 presence or release of hazardous substances Hazardous Materials on or from any property owned owned, leased or operated by any Company Borrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company any Borrower or any of its Subsidiaries, 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 theorytheory (including any investigation of, whether brought by a third party preparation for, or by the Company defense of any pending or any Borrowerthreatened claim, investigation, litigation or proceeding) and regardless of whether an any Indemnitee is a party thereofthereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses disbursements (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence or willful misconduct of such Indemnitee or (yii) a material breach of the obligations of such Indemnitee under this Agreement, or (B) result from a claim not involving an act or omission of any Borrower or any of its Subsidiaries and that is brought by the Company or any Borrower against an Indemnitee for breach against another Indemnitee (other than against the Arrangers, L/C Issuers or the Agent in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim their capacities as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatorysuch)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC Letter of Credit 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, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), damages, liabilities and related expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Company or any Borrower Borrowers), 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 the commitment letter, term sheet and Fee Letter relating to this Credit Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or(including, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlywithout limitation, the administration of this Agreement and the other Loan DocumentsCredit Facility), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 Release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company or any of its SubsidiariesBorrower, or any environmental liability Environmental Claim related in any way to the Company or any of its SubsidiariesBorrower, 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 Company or any Borrower, and regardless of whether an any Indemnitee is a party thereto, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and 119 defense thereof; , arising out of or in any way connected with the Loans, this Credit Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, 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, fraud or willful misconduct of such Indemnitee or from any dispute between or among the Indemnitees and not involving a Borrower or (y) result from a claim brought by the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers This Section 12.5(b) shall not be responsible for the fees apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities and related expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall agree, jointly and severally severally, to indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC IssuerLender, 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower Borrowers arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) and any payments that the Administrative Agent is required to make under any indemnity issued to any bank to which remittances in respect of Accounts (as defined in the UCC), as defined in the Collateral Agreement, are to be made, (iii) any actual or alleged presence or release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company Borrower or any of its their respective Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company any Borrower or any of its their respective Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any Borrower, and regardless of whether an any Indemnitee is a party thereofthereto; 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 in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) except with respect to the Administrative Agent and its Related Parties, result from a claim brought by the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (ivz) the Company shall authorize arise with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-Tax claim addressed in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseSection 2.15 hereof.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC Issuer, 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company Borrowers or any Borrower other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 presence or release of hazardous substances Hazardous Materials on or from any property owned or operated by any Company the Borrowers or any of its their Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company Borrowers or any of its 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 Company Borrowers or any Borrowerother Loan Party, and regardless of whether an any Indemnitee is a party thereofthereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company Borrowers or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company Borrowers or any such Borrower Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Borrowers shall jointly In consideration of the execution and severally indemnify delivery of this Agreement by the Administrative Agent (and any sub-agent thereof), each the Lender and the LC Issueragreement to extend the Commitments provided hereunder, each of the Borrowers hereby, jointly and severally, agrees to indemnify, exonerate and hold the Agent, the Lender and each Related Party of any of the foregoing Persons officers, directors, employees, Affiliates, controlling persons, advisors and agents of the Agent and the Lender (each such Person being called an a “Indemniteethe Lender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claims, damages, liabilities and related expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by strict liabilities), obligations, damages, penalties, judgments, fines, disbursements, expenses and costs, including Legal Costs (collectively, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFACIndemnified Liabilities”)) (including the fees, charges and disbursement of any counsel for any Indemnitee), incurred by any Indemnitee the Lender Parties or asserted against any Indemnitee the Lender Party by any third party Person (including in connection with any action, suit or proceeding brought by the Company any Holder, either Borrower, any other Loan Party or any Borrower Lender Party) as a result of, or arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreementthe execution, and the execution delivery, performance, administration or delivery enforcement of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or therebyDocument, the performance by the parties hereto use of their respective obligations hereunder or thereunder, the consummation proceeds of the transactions contemplated hereby Loans, or thereby orthe violation of, in noncompliance with or liability under, any Environmental Law applicable to the case operations of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit)Party, (iii) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by any Company or any of its Subsidiaries, or any environmental liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any Borrower, and regardless of whether an Indemnitee is a party thereof; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such lossesIndemnified Liabilities result from the applicable Lender Party’s own gross negligence, claimswillful misconduct, damagesor material breach of any Loan Document, liabilities or related expenses (x) are in each case as determined by a court of competent jurisdiction by final judgment in a final, non-appealable determination. If and to have resulted from the gross negligence or willful misconduct extent that the foregoing undertaking may be unenforceable for any reason, each of such Indemnitee or (y) result from a claim brought by the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company Parent and the Borrowers hereby agrees, jointly and severally, to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under Applicable Law. All Obligations provided for in this Section 10.4 shall survive repayment of the Loan, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement. This Section 10.4 shall not be responsible for the fees and expenses of more apply with respect to Taxes, other than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction Taxes that represent losses, claims, damages, etc. arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseany non-Tax claim.

Indemnification by the Borrowers. The Borrowers Company shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the reasonable fees, charges and disbursement disbursements of any counsel for any Indemnitee), actually incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Documents, Documents (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 substances Hazardous Materials on or from any property owned or operated by any the Company or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any other Borrower, and regardless of whether an any Indemnitee is a party thereofthereto; 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 judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company or any other Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or any such other Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), each Lender and the LC Issuereach Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the documented and reasonable out-of-pocket fees, charges and disbursement disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower of its Restricted Subsidiaries arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous substances Hazardous Materials on or from any property owned or operated by any the Company or any of its Restricted Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any Borrowerof its Restricted Subsidiaries, and regardless of whether an any Indemnitee is a party thereof; 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 Company or any Borrower of its Restricted Subsidiaries against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Credit Document, if the Company or any such Borrower Restricted Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The (a) Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly indemnify and severally indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the LC Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “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 (including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) disbursements (including the fees, charges and disbursement Attorney Costs) of any counsel for kind or nature whatsoever (collectively “Losses”) which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by the Company or any Borrower arising out of, of or in connection with, or as a result of with (i) the execution execution, delivery, enforcement, performance or delivery administration of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by any Company or any of its Subsidiaries, or any environmental liability related in any way to the Company or any of its Subsidiariestherefrom, or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by the Company defense of any pending or any Borrowerthreatened claim, investigation, litigation or proceeding) and regardless of whether an any Indemnitee is a party thereofthereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses disbursements are (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 Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, Document if the Company or any such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding jurisdiction or (z) result from a claim not involving an act or omission of any Borrower and that is brought by an Indemnitee against another Indemnitee (other provision than against any Arranger or the Administrative Agent in their capacities as such); provided further, that the obligations of any Borrower under this Section 9.5 to indemnify any Indemnitee for any Loss with respect solely to such portion of any Loss relating to or calculated based on the loss of principal, interest or fees shall be limited solely to the amount of principal, interest or fees owed by such Borrower as otherwise provided in this SectionAgreement, the Company and the Borrowers such indemnity obligations as to such amounts shall not be responsible joint and several to all Borrowers. No Indemnitee shall be liable for any damages arising from the fees and expenses use by others of more than one separate firm any information or other materials obtained through a Platform in connection with this Agreement, except to the extent such damages resulted from the gross negligence or willful misconduct of attorneys for related claims such Indemnitee or in violation of clause (z) of the Indemnitees final paragraph of Section 6.1 (in each applicable case, as determined by a court of competent jurisdiction in a final and nonappealable judgment), nor shall any Indemnitee have any liability for any 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 same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatoryClosing Date)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company Borrowers or any Borrower other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 substances Hazardous Materials on or from any property owned or operated by any Company the Borrowers or any of its their Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company Borrowers or any of its 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 Company Borrowers or any Borrowerother Loan Party, and regardless of whether an any Indemnitee is a party thereofthereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company Borrowers or any Borrower other 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 Company Borrowers or any such Borrower Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Borrowers shall jointly Whether or not the transactions contemplated hereby are consummated, Xxxxxxx-Xxxxxx International (without limiting the liability of each of the other Loan Parties to do so in their ratable share) will indemnify and severally indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender Lender, each Joint Lead Arranger, the L/C Issuer and their respective Affiliates and their officers, directors, employees, counsel, agents and advisors and attorneys-in-fact (collectively the LC Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all losses, liabilities, obligations, claims, damages, liabilities penalties, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the commitment letter related expenses (to this Agreement, including, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department syndication and arrangement of the Treasury’s Office of Foreign Assets Control Loans, (“OFAC”)b) (including the feesexecution, charges and disbursement delivery, enforcement, performance or administration of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or 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 its Agent-Related Persons Parties only, the administration of this Agreement and the other Loan DocumentsDocuments or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, (iic) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 hazardous substances Hazardous Materials on or from any property currently or formerly owned or operated by any Company of the Loan Parties or any of its their respective Subsidiaries, or any environmental liability Environmental Liability related in any way to any of the Company Loan Parties or any of its Subsidiaries, their respective Subsidiaries 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 Company defense of any pending or any Borrowerthreatened claim, investigation, litigation or proceeding) and regardless of whether an any Indemnitee is a party thereofthereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, liabilities, obligations, claims, damages, liabilities penalties, demands, actions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through the internet or intranet websites or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any 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). In the case of an investigation, litigation or 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 of the Loan Parties or any of their respective Subsidiaries, their directors, stockholders or auditors or an Indemnitee or (y) result from any other Person, whether or not any Indemnitee is otherwise a claim brought by party thereto and whether or not any of the Company or any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations transactions contemplated hereunder or under any of the other Loan Document, if the Company or any such Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdictionDocuments are consummated. Notwithstanding any other provision All amounts due under this Section 10.05 shall be payable within thirty days after demand therefor. The agreements in this SectionSection 10.05 shall survive the resignation of the Administrative Agent, the Company replacement of any Lender, the termination of the Aggregate Commitments and the Borrowers shall not be responsible for the fees and expenses repayment, satisfaction or discharge of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by all the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseObligations.

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally severally, indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company any Borrower or any Borrower other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC 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 substances Hazardous Materials on or from any property owned or operated by any Company FairPoint or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Company FairPoint or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company FairPoint or any Borrowerother Loan Party or any of FairPoint’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether an any Indemnitee is a party thereofthereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company FairPoint or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company FairPoint or any such Borrower Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding any other provision in this Section, the Company and the Borrowers shall not be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expense.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the LC IssuerIssuing 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, without limitation, any violations of Environmental Laws or civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) (including the fees, charges and disbursement disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company any Borrower or any Borrower other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, and the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentsthereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) breach of representations, warranties or covenants of any actual or alleged presence or release of hazardous substances on or from any property owned or operated by any Company or any of its Subsidiaries, or any environmental liability related in any way to Borrower under the Company or any of its SubsidiariesLoan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws, whether based on contract, tort or any other theory, whether brought by a third party or by the Company a Borrower or any Borrowerother Loan Party or any of their respective Subsidiaries or Affiliates, and regardless of whether an any Indemnitee is a party thereofthereto; 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 Company any Borrower or any Borrower other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company a Borrower or any such Borrower 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) result from any dispute solely among such Indemnitees that do not involve any act or omission by any Borrower or any of its Subsidiaries or Affiliates and which are not claims against PNC or its Affiliates, solely in its capacity as Administrative Agent. Notwithstanding To the extent an Indemnitee is legally permitted to do so, such Indemnitee shall provide the Borrowers with prompt notice of any such claim, investigation, litigation or proceeding. This Section 10.3.2 [Indemnification by the Borrowers] shall not apply with respect to Taxes other provision than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. For the avoidance of doubt, the Borrowers’ indemnity and contribution obligations, as set forth in this Section, the Company and the Borrowers shall not will apply in respect of any special, indirect, consequential or punitive damages that may be responsible for the fees and expenses of more than one separate firm of attorneys for related claims of the Indemnitees awarded against any Indemnitee in each applicable jurisdiction arising out of the same set of allegations or circumstances (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)); provided, however the Indemnitees shall have the right to employ separate counsel and the Borrowers shall jointly and severally bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of such counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel connection with a conflict; (ii) such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other Indemnitees; (iii) such Indemnitee shall have reasonably concluded that it otherwise has divergent interests from the other Indemnitees; or (iv) the Company shall authorize in writing such Indemnified Party to employ separate counsel at the Borrowers’ expenseclaim by a third party.