Common use of Indemnification by the Borrowers Clause in Contracts

Indemnification by the Borrowers. Each Borrower shall, severally and not jointly (solely with respect to and on behalf of such Borrower, and not with respect to or on behalf of any other Borrower), indemnify the Administrative Agent, the applicable Issuing Bank, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, any and all losses, claims, damages, liabilities and related expenses (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against any Indemnitee of such Borrower arising out of, in connection with, or as a result of (i) the execution or delivery by such Borrower of this Agreement or any agreement or instrument contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsection.

Indemnification by the Borrowers. Each Borrower shallWhether or not the transactions contemplated hereby are consummated, severally the Borrowers shall indemnify and not jointly (solely with respect to hold harmless each Agent-Related Person, each L/C Issuer, each Lender and on behalf of such Borrowertheir respective Affiliates, directors, officers, employees, counsel, agents, advisors, and not with respect to or on behalf of any other Borrower), indemnify the Administrative Agentrepresentatives (collectively, the applicable Issuing Bank, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee of such Borrower harmless from, against any and all losses, claimsliabilities, damages, liabilities claims, and related expenses (with respect to legal fees, limited to the reasonable and documented or invoiced out-of-pocket fees, charges fees and disbursements expenses (including reasonable Attorney Costs of one outside counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest interest, where the Indemnitee affected by such conflict informs such Borrower the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for any such affected Indemnitee)) for of any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnitees is a party thereto and whether or not such proceedings are brought by the Indemnitees collectively (Borrowers, their equity holders, their Affiliates, creditors or any other than third person) that relates to the allocated costs Transaction, including the financing contemplated hereby) of internal counsel))any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee of such Borrower in any way relating to or arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery by such Borrower administration of this Agreement or any agreement or instrument contemplated hereby to which such Borrower Loan Document or any other member of its Obligor Group is a partyagreement, letter or instrument delivered in connection with the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower transactions contemplated thereby or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a partythereby, (iib) any Commitment, Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower or proposed use of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank an L/C Issuer to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower 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 or threat of Release of Hazardous Materials on, at, under or from any property currently or formerly owned or operated by the Borrowers, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Borrowers, any Subsidiary or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless (including any investigation of, preparation for, or defense of whether any Indemnitee of such Borrower is a party theretopending or threatened claim, in each case of this paragraph (binvestigation, litigation or proceeding), solely to (all the extent directly related to such Borrower orforegoing, if relating to more than one Borrower (or to no specific Borrowercollectively, the “Indemnified Liabilities”), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agreeIN 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 of such BorrowerIndemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have disbursements resulted from (Ax) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower Indemnitee or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement any of its controlled Affiliates or the other Loan Documents to which such Borrower controlling Persons or any other member of its Obligor Group is a partythe officers, if there has been a final and nonappealable judgment against such Indemnitee on such claim 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 such Indemnitee or one of its Affiliates or (Cz) a claim arising as a result disputes solely between and among such Indemnitees to the extent such disputes do not arise from any act or omission of a dispute between Indemnitees the Borrowers or any of such Borrower 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. 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 (xwhether 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 any Loan Party, its directors, 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 (10) any dispute involving claims against Business Days 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 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or replacement of any Lender, in each case in their respective capacities as suchthe termination of the Aggregate Commitments and the repayment, and (y) claims arising out satisfaction or discharge of any act or omission by such Borrower or its Affiliates)all the other Obligations. This For the avoidance of doubt, this Section 9.03(b) 10.05 shall not apply with respect to Taxes other than any Taxes that represent liabilities, obligations, losses, claims, damages, etc. arising from any ., with respect to a non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsection.

Indemnification by the Borrowers. Each Borrower shall, severally and not jointly (solely with respect to and on behalf of such Borrower, and not with respect to or on behalf of any other Borrower), The Borrowers shall indemnify the Administrative Agent, each Lender and the applicable Issuing BankLender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error. The Borrowers shall also indemnify the Administrative Agent, within 10 days after demand therefor, for any amount which a Lender or the Issuing Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by paragraph (d) below; provided that, such Lender or the Issuing Lender, as the case may be, shall indemnify the Borrowers to the extent of any payment any Borrower makes to the Administrative Agent pursuant to this sentence. In addition, the Borrowers shall indemnify the Administrative Agent, each Joint Lead Arranger Lender and each the Issuing Lender, and each Related Party of within 10 days after demand therefor, for any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, any and all losses, claims, damages, liabilities and related expenses (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected incremental Taxes that may become payable by such conflict informs such Borrower of such conflict and thereafter retains Administrative Agent, Lender (or its own counsel, another firm of counsel for any such affected Indemniteebeneficial owners) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against any Indemnitee of such Borrower arising out of, in connection with, or Issuing Lender as a result of (i) any failure of any Credit Party to pay any Taxes when due to the execution or delivery by such Borrower of this Agreement or any agreement or instrument contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by appropriate Governmental Authority or to or otherwise arising with respect deliver to such Borrower or Administrative Agent, pursuant to clause (e), documentation evidencing the consummation payment of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of Taxes. Notwithstanding the foregoing, whether based on contractthe Credit Parties shall not be liable for any penalties, tort interest or any other theory and regardless of whether any Indemnitee of such Borrower is expenses imposed or incurred as a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations result of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger Agent or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsection.

Indemnification by the Borrowers. Each Borrower shall, The Borrowers shall jointly and severally indemnify and not jointly (solely with respect to and on behalf of such Borrower, and not with respect to or on behalf of any other Borrower), indemnify the Administrative hold harmless each Agent, the applicable Issuing Bankeach Arranger, each Joint Lead Arranger Lender and each Lendertheir respective Affiliates, directors, officers, employees, counsel, agents, attorneys-in-fact, trustees and each Related Party of any of advisors (collectively the foregoing Persons (with respect to a Borrower, each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee of such Borrower harmless from, against any and all liabilities, losses, claims, damages, liabilities claims and related expenses costs (with respect to legal feesincluding Attorney Costs, which shall be limited to one counsel to the reasonable Administrative Agent and documented out-of-pocket fees, charges and disbursements the Lenders (exclusive of one outside local counsel to the Administrative Agent and the Lenders in each relevant jurisdiction), unless (andx) the interests of the Administrative Agent and the Lenders are sufficiently divergent, in which case one additional counsel may be appointed and (y) if the interests of any Lender or group of Lenders (other than all of the Lenders) are distinctly or disproportionately affected, one additional counsel for such Lender or group of Lenders in the case of an actual conflict clause (a) below) of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel))kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee of such Borrower in any way relating to or arising out of, of or in connection with, or as a result of : (ia) the execution execution, delivery, enforcement, performance or delivery by such Borrower administration of this Agreement or any agreement or instrument contemplated hereby to which such Borrower Loan Document or any other member of its Obligor Group is a partyagreement, letter or instrument delivered in connection with the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower transactions contemplated thereby or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, thereby; (iib) any Revolving Credit Commitment, Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower or proposed use of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank L/C Issuer to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Restricted Company or any of their Subsidiaries, or any Environmental Liability related in any way to any Restricted Company or any of their Subsidiaries; or (iiid) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee of such Borrower is a party thereto; (all the foregoing, collectively, the “Indemnified Liabilities”), in each case of this paragraph (b)all cases, solely to the extent directly related to such Borrower orwhether or not caused by or arising, if relating to more than one Borrower (in whole or to no specific Borrower)in part, each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations out of the Subcommitments hereunder or as negligence of the relevant Borrowers may otherwise agreeIndemnitee; provided that such indemnity shall not, as to any Indemnitee of such BorrowerIndemnitee, be available to the extent that such liabilities, losses, claims, damages, liabilities claims and costs (x) have resulted from the bad faith, gross negligence or related expenses are willful misconduct of such Indemnitee or material breach, as determined by a final, non-appealable judgement of a court of competent jurisdiction jurisdiction, of the Loan Documents by such Indemnitee as determined by the final and nonappealable non-appealable judgment to of a court of competent jurisdiction, (y) arise from claims of any of the Lenders solely against one or more Lenders that have not resulted from any misrepresentation, default or the breach of any Loan Document or any actual or alleged performance or non-performance by a Borrower or one of its Subsidiaries or other Affiliates or any of their respective officers, directors, stockholders, partners, members, employees, agents, representatives or advisors or (z) have resulted from (A) such Indemnitee’s or any of its Affiliates’ material breach of the bad faithLoan Documents, as determined by a final, non-appealable judgement 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 SyndTrak or other similar information transmission systems in connection with this Agreement, except to the extent resulting from the willful misconduct or gross negligence of such IndemniteeIndemnitee as determined by the final non-appealable judgment of a court of competent jurisdiction, (B) a claim brought by such Borrower nor shall any Indemnitee or such other Obligor against such Indemnitee any Loan Party have any liability for material breach of such Indemnitee’s obligations under 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 Seventh Restatement Effective Date); provided, however that the foregoing liability exclusion with respect to the Loan Parties shall not limit the indemnification obligations of the Loan Parties otherwise provided for above in respect of third party claims against the Indemnitees. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.05 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, 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 to which such Borrower or any other member is consummated. All amounts due under this Section 11.05 shall be paid promptly after receipt by the Company of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court an invoice in reasonable detail. The agreements in this Section 11.05 shall survive the resignation of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or replacement of any Lender, in each case in their respective capacities as suchthe termination of the Aggregate Revolving Credit Commitments and the repayment, and (y) claims arising out satisfaction or discharge of any act or omission by such Borrower or its Affiliates)all the other Obligations. This Without limiting the provisions of Section 9.03(b) 3.01, this Section 11.05 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. ., arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsection.

Indemnification by the Borrowers. Each Borrower shall, severally and not jointly (solely with respect In addition to and on behalf any liability of such Borrower, and not with respect the Borrowers to any Lender or on behalf of the Agent under any other Borrower)provision hereof, indemnify except for liability arising from a Lender’s or the Administrative Agent’s own gross negligence or wilful misconduct, the applicable Issuing Bank, Borrowers will indemnify each Joint Lead Arranger Lender and the Agent (and each Lenderof their directors, officers, employees, affiliates, agents and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”representatives) against, and hold each Indemnitee Lender and the Agent (and each of their directors, officers, employees, affiliates, agents and representatives) harmless against any loss or expense incurred by such Lender or the Agent (and each of their directors, officers, employees, affiliates, agents and representatives) as a result of: (1) any failure by any Borrower to fulfil any of its Obligations including, without limitation, any cost or expense incurred by reason of the liquidation or re-employment in whole or in part of deposits or other funds required by any Lender to fund any Bankers’ Acceptance, BA Equivalent Note, or Letter of Credit or to fund or maintain its Proportionate Share of any Advance as a result of a Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (2) the Canadian Borrower’s failure to provide for the payment to the Agent, for the account of each of the Lenders, of the full principal or face amount of each Bankers’ Acceptance, BA Equivalent Note or Letter of Credit on its maturity date; (3) a Borrower’s failure to pay any other amount, including without limitation, any interest or fee, due hereunder on its due date; the repayment or prepayment of a LIBOR Advance otherwise than on the last day of its LIBOR Interest Period; (4) the provision of funds for any outstanding Bankers’ Acceptance, BA Equivalent Note or Letter of Credit before the maturity date of such Borrower harmless fromBankers’ Acceptance, BA Equivalent Note or Letter of Credit; (5) a Borrower’s failure to give any and all losses, claims, damages, liabilities and related expenses (with respect notice required to legal fees, limited be given by it to the reasonable and documented out-of-pocket feesAgent or Lenders hereunder; (6) the failure of any Borrower to make any other payment when due hereunder; or (7) any liability, charges and disbursements of one outside counsel (andobligations, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively loss (other than the allocated costs of internal counsel)lost profits) or expense, (including Breakage Costs), incurred that may be suffered by or asserted against any Indemnitee of such Borrower arising out of, in connection with, or as a result of (i) the execution or delivery by such Borrower of this Agreement or any agreement or instrument contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or them as a result of the Transactions to which such Borrower is a party asserted breach by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that in the foregoing limitation shall not be deemed to impair or affect the obligations performance of any Borrower under of the preceding provisions Credit Documents, or by reason of the Agent or the Lenders agreeing to enter into this Agreement; or (8) in connection with the use of any credit facility proceeds, or the consummation of any transaction contemplated by the Credit Agreement. A certificate of a Lender or the Agent as to the amount of any such loss or expense will be prima facie evidence as to the amount thereof, in the absence of manifest error. The agreements in this Section will survive the termination of this subsectionAgreement and repayment of the Obligations.

Indemnification by the Borrowers. Each Borrower shallWhether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and not jointly (solely with respect to and on behalf of such Borrower, and not with respect to or on behalf of any other Borrower), indemnify the Administrative hold harmless each Agent, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, attorneys-in-fact, trustees and advisors (collectively the applicable Issuing Bank, each Joint Lead Arranger "INDEMNITEES") from and each Lender, and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, against any and all liabilities, losses, claims, damages, liabilities claims and related expenses costs (with respect to legal feesincluding Attorney Costs, which shall be limited to one counsel to the reasonable Administrative Agent and documented out-of-pocket fees, charges and disbursements the Lenders (exclusive of one outside local counsel to the Administrative Agent and the Lenders in each relevant jurisdiction), unless (andx) the interests of the Administrative Agent and the Lenders are sufficiently divergent, in which case one additional counsel may be appointed and (y) if the 119 interests of any Lender or group of Lenders (other than all of the Lenders) are distinctly or disproportionately affected, one additional counsel for such Lender or group of Lenders in the case of an actual conflict clause (a) below) of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel))kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee of such Borrower in any way relating to or arising out of, of or in connection with, or as a result of : (ia) the execution execution, delivery, enforcement, performance or delivery by such Borrower administration of this Agreement or any agreement or instrument contemplated hereby to which such Borrower Loan Document or any other member of its Obligor Group is a partyagreement, letter or instrument delivered in connection with the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower transactions contemplated thereby or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, thereby; (iib) any Commitment, Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower or proposed use of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank L/C Issuer to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Restricted Company or any of their Subsidiaries, or any Environmental Liability related in any way to any Restricted Company or any of their Subsidiaries; or (iiid) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee of such Borrower is a party thereto; (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"), in each case of this paragraph (b)all cases, solely to the extent directly related to such Borrower orwhether or not caused by or arising, if relating to more than one Borrower (in whole or to no specific Borrower)in part, each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations out of the Subcommitments hereunder or as negligence of the relevant Borrowers may otherwise agreeIndemnitee; provided that such indemnity shall not, as to any Indemnitee of such BorrowerIndemnitee, be available to the extent that such liabilities, losses, claims, damages, liabilities claims and costs (x) have resulted from the gross negligence or related expenses are willful misconduct of such Indemnitee or breach of the Loan Documents by such Indemnitee as determined by the final non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to or (y) arise from claims of any of the Lenders solely against one or more Lenders that have not resulted from (A) any misrepresentation, default or the bad faithbreach of any Loan Document or any actual or alleged performance or non-performance by a Borrower or one of its 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, except to the extent resulting from the willful misconduct or gross negligence of such IndemniteeIndemnitee as determined by the final non-appealable judgment of a court of competent jurisdiction, (B) a claim brought by such Borrower nor shall any Indemnitee or such other Obligor against such Indemnitee any Loan Party have any liability for material breach of such Indemnitee’s obligations under 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 11.05 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 120 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 to which such Borrower or any other member is consummated. All amounts due under this Section 11.05 shall be paid promptly after receipt by the Company of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court an invoice in reasonable detail. The agreements in this Section 11.05 shall survive the resignation of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or replacement of any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result the termination of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower Aggregate Commitments and the repayment, satisfaction or any discharge of all the other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsectionObligations.

Indemnification by the Borrowers. Each Borrower shall(a) The Borrowers shall indemnify Administrative Agent and each Lender, severally within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including for the full amount of any Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this subsection 2.7B(iii)) paid by Administrative Agent or such Lender, as the case may be, and not jointly (solely any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Government Authority. A certificate as to and on behalf the amount of such Borrowerpayment or liability and the basis for and calculation thereof delivered to the applicable Borrower by a Lender (with a copy to Administrative Agent), and not with respect to or by Administrative Agent on its own behalf or on behalf of any other Borrower)a Lender, shall be conclusive absent manifest error. (b) Without limiting the provisions of the foregoing, each Lender shall, and does hereby, indemnify the Borrowers and Administrative Agent, the applicable Issuing Bankand shall make payment in respect thereof within ten (10) days after demand therefor, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, against any and all Taxes and any and all related losses, claims, damagesliabilities, liabilities penalties, interest and related expenses (with respect to legal fees, limited to including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of any counsel for any such affected Indemniteethe Borrowers or Administrative Agent) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against a Borrower or Administrative Agent by any Indemnitee of such Borrower arising out of, in connection with, or Government Authority as a result of (i) the execution or delivery failure by such Borrower of this Agreement or any agreement or instrument contemplated hereby Lender to which such Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection withdeliver, or as a result of the Transactions inaccuracy, inadequacy or deficiency of, any documentation required to which be delivered by such Lender to a Borrower is a party asserted by or Administrative Agent pursuant to subsection 2.7B(iv). Each Lender hereby authorizes Administrative Agent to set off and apply any Indemnitee against and all amounts at any Borrower time owing to such Lender under this Agreement or any other member Loan Document against any amount due to the Administrative Agent under this clause (b). The agreements in this clause (b) shall survive the resignation and/or replacement of its Obligor Groupthe Administrative Agent, provided that any assignment of rights by, or the foregoing limitation shall not be deemed to impair replacement of, a Lender, and the payment of the Loans, the cancellation or affect expiration of the obligations Letters of Credit and the reimbursement of any Borrower under amounts drawn thereunder, and the preceding termination of this Agreement. (c) Notwithstanding anything in subsection 10.3 to the contrary, the provisions of this subsectionsubsection 2.7B shall be controlling with respect to a Borrower’s indemnification and other obligations in respect of Taxes except with respect to stamp, documentary and similar taxes.

Indemnification by the Borrowers. Each Borrower shall, severally and not jointly (solely with respect to and on behalf of such BorrowerThe Borrowers shall indemnify, and not with respect to or on behalf of hold the Administrative Agent (and any other Borrowersub-agent thereof), indemnify the Administrative each Lender, Issuing Lender, Agent, the applicable Issuing Bank, each Joint Book Runner and Joint Lead Arranger and each Lendertheir respective Related Parties (each, and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”) against, harmless from and hold each Indemnitee of such Borrower harmless from, against any and all lossesother liabilities, obligations, claims, losses, damages, liabilities and related penalties, actions, judgments, suits, costs, expenses (or disbursements of any kind or nature whatsoever with respect to legal feesthe execution, limited delivery, enforcement, performance and administration of this Agreement, any Letter of Credit, any other Loan Document and any such other documents, including any of the foregoing relating to the reasonable and documented out-of-pocket fees, charges and disbursements use of one outside counsel (and, in proceeds of the case of an actual conflict of interest where Loans or the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against any Indemnitee of such Borrower arising out violation of, in connection withnoncompliance with or liability under, or as a result any Environmental Law applicable to the operations of (i) the execution or delivery by such Borrower of this Agreement any Group Member or any agreement or instrument contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member Properties and the reasonable fees and expenses of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented legal counsel in connection with such demand do not strictly comply with the terms of such Letter of Credit) claims, actions or (iii) proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of whether any Indemnitee of such Borrower is a party theretothereto (all the foregoing, in each case of this paragraph (bcollectively, the “Indemnified Liabilities”), solely provided that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share Indemnified Liabilities are found by a final and nonappealable decision of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee. Without limiting the foregoing, (B) a claim brought and to the extent permitted by such applicable law, each Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or such any other Obligor rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against such any Indemnitee for material breach to the extent of such the Indemnitee’s obligations liability as an owner (and not as an operator or arranger under Environmental Laws). No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided, that the Borrowers shall have no obligation hereunder to which any Indemnitee with respect to such Borrower or any other member of its Obligor Group is a party, if there has been damages to the extent such damages are found by a final and nonappealable judgment against such Indemnitee on such claim as determined by decision of a court of competent jurisdiction to have resulted from the gross negligence or (C) a claim arising as a result willful misconduct of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsection.

Indemnification by the Borrowers. Each Borrower shall, severally and not jointly (solely with respect to and on behalf of such Borrower, and not with respect to or on behalf of any other Borrower), The Borrowers shall indemnify the Administrative Agent, each Lender and the applicable Issuing BankLender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent, such Lender (or its beneficial owners) or the Issuing Lender, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error. The Borrowers shall also indemnify the Administrative Agent, within 10 days after demand therefor, for any amount which a Lender or the Issuing Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by this paragraph (c); provided that, such Lender or the Issuing Lender, as the case may be, shall indemnify the Borrowers to the extent of any payment any Borrower makes to the Administrative Agent pursuant to this sentence. In addition, the Borrowers shall indemnify the Administrative Agent, each Joint Lead Arranger Lender and each the Issuing Lender, and each Related Party of within 10 days after demand therefor, for any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, any and all losses, claims, damages, liabilities and related expenses (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected incremental Taxes that may become payable by such conflict informs such Borrower of such conflict and thereafter retains Administrative Agent, Lender (or its own counsel, another firm of counsel for any such affected Indemniteebeneficial owners) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against any Indemnitee of such Borrower arising out of, in connection with, or Issuing Lender as a result of (i) any failure of any Credit Party to pay any Taxes when due to the execution or delivery by such Borrower of this Agreement or any agreement or instrument contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by appropriate Governmental Authority or to or otherwise arising with respect deliver to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, pursuant to clause (e), documentation evidencing the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out payment of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsectionTaxes.

Indemnification by the Borrowers. Each Borrower shall, severally and Whether or not jointly (solely with respect to and on behalf of such Borrower, and not with respect to or on behalf of any other Borrower), indemnify the Administrative Agenttransactions contemplated hereby are consummated, the applicable Issuing BankBorrowers shall indemnify and hold harmless each Agent-Related Person, each Joint Lead Arranger Lender and each Lendertheir respective Affiliates, and each Related Party of any of the foregoing Persons (with respect to a Borrowerdirectors, each such Person being called an “Indemnitee”) againstofficers, and hold each Indemnitee of such Borrower harmless fromemployees, any and all lossescounsel, claims, damages, liabilities and related expenses (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (agents and, in the case of an actual conflict any funds, trustees and advisors and attorneys-in-fact (collectively the "INDEMNITEES") from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs (which shall be limited to one (1) counsel to the Administrative Agents and the Lenders (plus any local counsel), unless (x) the interests of interest where the Indemnitee affected by such conflict informs such Borrower Administrative Agents and the Lenders are sufficiently divergent, in which case one (1) additional counsel may be appointed, and (y) if the interests of such conflict and thereafter retains its own counsel, another firm any Lender or group of counsel for any such affected Indemnitee) for the Indemnitees collectively Lenders (other than all of the allocated costs Lenders) are distinctly or disproportionately affected, one (1) additional counsel for such Lender or group of internal counselLenders))) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee of such Borrower in any way relating to or arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery by such Borrower administration of this Agreement or any agreement or instrument contemplated hereby to which such Borrower Loan Document or any other member of its Obligor Group is a partyagreement, letter or instrument delivered in connection with the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower transactions contemplated thereby or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a partythereby, (iib) any Commitment, Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower or proposed use of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank an L/C Issuer to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower 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, Release or threatened Release of Hazardous Materials at, under, on or from any property currently or formerly owned or operated by the U.S. Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the U.S. Borrower, any Subsidiary or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee of such Borrower is a party theretothereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"), in each case of this paragraph (b)all cases, solely to the extent directly related to such Borrower orwhether or not caused by or arising, if relating to more than one Borrower (in whole or to no specific Borrower)in part, each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations out of the Subcommitments hereunder or as negligence of the relevant Borrowers may otherwise agreeIndemnitee; provided that such indemnity shall not, as to any Indemnitee of such BorrowerIndemnitee, 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 determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought Indemnitee or breach of the Loan Documents by such Borrower Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or such other Obligor against such 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 material breach of such Indemnitee’s obligations under 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 any Loan Party, its directors, shareholders 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 payable within twenty (20) Business Days after demand therefor; provided that any Indemnitee shall promptly refund amounts paid to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by pursuant to this Section 10.05 to the extent that a court of competent jurisdiction or (C) determines in a claim arising as a result final, nonappealable judgment that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to the express terms of a dispute between Indemnitees this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of such Borrower (other than (x) any dispute involving claims against the either Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or replacement of any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result the termination of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower Aggregate Commitments and the repayment, satisfaction or any discharge of all the other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsectionObligations.

Indemnification by the Borrowers. Each (a) The applicable Borrower shallshall indemnify Administrative Agent and each Lender, severally within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including for the full amount of any Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this subsection 2.7B(iii)) paid by Administrative Agent or such Lender, as the case may be, and not jointly (solely any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Government Authority. A certificate as to and on behalf the amount of such Borrowerpayment or liability and the basis for and calculation thereof delivered to the applicable Borrower by a Lender (with a copy to Administrative Agent), and not with respect to or by Administrative Agent on its own behalf or on behalf of any other Borrower)a Lender, shall be conclusive absent manifest error. (b) Without limiting the provisions of the foregoing, each Lender shall, and does hereby, indemnify the Borrowers and Administrative Agent, the applicable Issuing Bankand shall make payment in respect thereof within ten (10) days after demand therefor, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, against any and all Taxes and any and all related losses, claims, damagesliabilities, liabilities penalties, interest and related expenses (with respect to legal fees, limited to including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of any counsel for any such affected Indemniteethe Borrowers or Administrative Agent) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against a Borrower or Administrative Agent by any Indemnitee of such Borrower arising out of, in connection with, or Government Authority as a result of (i) the execution or delivery failure by such Borrower of this Agreement or any agreement or instrument contemplated hereby Lender to which such Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection withdeliver, or as a result of the Transactions inaccuracy, inadequacy or deficiency of, any documentation required to which be delivered by such Lender to a Borrower is a party asserted by or Administrative Agent pursuant to subsection 2.7B(iv). Each Lender hereby authorizes Administrative Agent to set off and apply any Indemnitee against and all amounts at any Borrower time owing to such Lender under this Agreement or any other member Loan Document against any amount due to the Administrative Agent under this clause (b). The agreements in this clause (b) shall survive the resignation and/or replacement of its Obligor Groupthe Administrative Agent, provided that any assignment of rights by, or the foregoing limitation shall not be deemed to impair replacement of, a Lender, and the payment of the Loans, the cancellation or affect expiration of the obligations Letters of Credit and the reimbursement of any Borrower under amounts drawn thereunder, and the preceding termination of this Agreement. (c) Notwithstanding anything in subsection 10.3 to the contrary, the provisions of this subsectionsubsection 2.7B shall be controlling with respect to a Borrower’s indemnification and other obligations in respect of Taxes except with respect to stamp, documentary and similar taxes.

Indemnification by the Borrowers. Each Borrower shall, severally The Borrowers shall indemnify and not jointly (solely with respect to and on behalf of such Borrower, and not with respect to or on behalf of any other Borrower), indemnify the Administrative hold harmless each Agent, the applicable Issuing Bank-Related Person, each Joint Lead Arranger Lender and each Lendertheir respective Affiliates, directors, officers, employees, counsel, agents, attorneys-in-fact, trustees and each Related Party of any of advisors (collectively the foregoing Persons (with respect to a Borrower, each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee of such Borrower harmless from, against any and all liabilities, obligations, actual losses, actual damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, reasonable costs, reasonable expenses and related expenses reasonable disbursements (with respect to legal fees, including Attorney Costs (which shall be limited to one (1) counsel to the reasonable Administrative Agent and documented out-of-pocket fees, charges and disbursements the Lenders (exclusive of one outside local counsel to the Administrative Agent and the Lenders in each appropriate jurisdiction), unless (andx) the interests of the Administrative Agent and the Lenders are sufficiently divergent, in which case one (1) additional counsel may be appointed and (y) if the interests of any Lender or group of Lenders (other than all of the Lenders) are distinctly or disproportionately affected, one (1) additional counsel for such Lender or group of Lenders in the case of an actual conflict clause (a) below)) of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel))kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee of such Borrower in any way relating to or arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery by such Borrower administration of this Agreement or any agreement or instrument contemplated hereby to which such Borrower Loan Document or any other member of its Obligor Group is a partyagreement, letter or instrument delivered in connection with the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower transactions contemplated thereby or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a partythereby, (iib) any Commitment, Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower or proposed use of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank L/C Issuer to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower 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 Materials on or from any property currently or formerly owned or operated by any Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to any Borrower, any Subsidiary or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee of such Borrower is a party theretothereto (and regardless of whether such matter is instituted by a third party or by any Borrower or any other Loan Party) (all the foregoing, collectively, the “Indemnified Liabilities”), in each case of this paragraph (b)all cases, solely to the extent directly related to such Borrower orwhether or not caused by or arising, if relating to more than one Borrower (in whole or to no specific Borrower)in part, each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations out of the Subcommitments hereunder or as negligence of the relevant Borrowers may otherwise agreeIndemnitee; provided that such indemnity shall not, as to any Indemnitee of such BorrowerIndemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses are disbursements (x) have been determined by in the final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence, bad faith, faith or willful misconduct of any Indemnitee or gross negligence any of such Indemniteeits directors, (B) officers or employees or a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s the Loan Documents by any Indemnitee or (y) arise from 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 or (z) arise from claims of any Person (other than the Borrowers or their Affiliates but subject to the other limitations on their obligations under set forth in this Section 10.05) against Xxxxxx Xxxxxxx arising from its role as financial advisor to the Acquired Business in connection with the Acquisition. 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 any Loan Party, its directors, shareholders 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 promptly (but in any event within thirty (30) days) after written demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to which such Borrower or any other member of its Obligor Group the extent that there is a party, if there has been a final and nonappealable judgment against judicial or arbitral determination that such Indemnitee on was not entitled to indemnification or contribution rights with respect to such claim as determined by a court payment pursuant to the express terms of competent jurisdiction or (C) a claim arising as a result this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or replacement of any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result the termination of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower Aggregate Commitments and the repayment, satisfaction or any discharge of all the other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsectionObligations.

Indemnification by the Borrowers. Each Borrower shall, severally and not jointly (solely with respect to and on behalf of such BorrowerThe Borrowers shall indemnify, and not with respect to or on behalf of hold the Administrative Agent (and any other Borrowersub-agent thereof), indemnify the Administrative each Lender, Issuing Lender, Agent, the applicable Issuing Bank, each Joint Book Runner and Joint Lead Arranger and each Lendertheir respective Related Parties (each, and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”) against, harmless from and hold each Indemnitee of such Borrower harmless from, against any and all lossesother liabilities, obligations, claims, losses, damages, liabilities and related penalties, actions, judgments, suits, costs, expenses (or disbursements of any kind or nature whatsoever with respect to legal feesthe execution, limited delivery, enforcement, performance and administration of this Agreement, any Letter of Credit, any other Loan Document and any such other documents, including any of the foregoing relating to the reasonable and documented out-of-pocket fees, charges and disbursements use of one outside counsel (and, in proceeds of the case of an actual conflict of interest where Loans or the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against any Indemnitee of such Borrower arising out violation of, in connection withnoncompliance with or liability under, or as a result any Environmental Law applicable to the operations of (i) the execution or delivery by such Borrower of this Agreement any Group Member or any agreement or instrument contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member Properties and the reasonable fees and expenses of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented legal counsel in connection with such demand do not strictly comply with the terms of such Letter of Credit) claims, actions or (iii) proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of whether any Indemnitee of such Borrower is a party theretothereto (all the foregoing, in each case of this paragraph (bcollectively, the “Indemnified Liabilities”); provided, solely that, the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share Indemnified Liabilities are found by a final and nonappealable decision of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, each Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee to the extent of the Indemnitee’s liability as an owner (B) a claim brought and not as an operator or arranger under Environmental Laws). No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Borrower Indemnitee through telecommunications, electronic or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under information transmission systems in connection with this Agreement or the other Loan Documents to which or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Borrower or any other member of its Obligor Group is a party, if there has been Indemnitee as determined by a final and nonappealable judgment against such Indemnitee on such claim as determined by of a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsectionjurisdiction.

Indemnification by the Borrowers. Each Borrower shallWhether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and not jointly (solely with respect to and on behalf of such Borrower, and not with respect to or on behalf of any other Borrower), indemnify the Administrative hold harmless each Agent, the applicable Issuing Bankeach Arranger, each Joint Lead Arranger Lender and each Lendertheir respective Affiliates, directors, officers, employees, counsel, agents, attorneys-in-fact, trustees and each Related Party of any of advisors (collectively the foregoing Persons (with respect to a Borrower, each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee of such Borrower harmless from, against any and all liabilities, losses, claims, damages, liabilities claims and related expenses costs (with respect to legal feesincluding Attorney Costs, which shall be limited to one counsel to the reasonable Administrative Agent and documented out-of-pocket fees, charges and disbursements the Lenders (exclusive of one outside local counsel to the Administrative Agent and the Lenders in each relevant jurisdiction), unless (andx) the interests of the Administrative Agent and the Lenders are sufficiently divergent, in which case one additional counsel may be appointed and (y) if the interests of any Lender or group of Lenders (other than all of the Lenders) are distinctly or disproportionately affected, one additional counsel for such Lender or group of Lenders in the case of an actual conflict clause (a) below) of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel))kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee of such Borrower in any way relating to or arising out of, of or in connection with, or as a result of : (ia) the execution execution, delivery, enforcement, performance or delivery by such Borrower administration of this Agreement or any agreement or instrument contemplated hereby to which such Borrower Loan Document or any other member of its Obligor Group is a partyagreement, letter or instrument delivered in connection with the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower transactions contemplated thereby or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, thereby; (iib) any Revolving Credit Commitment, Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower or proposed use of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank L/C Issuer to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Restricted Company or any of their Subsidiaries, or any Environmental Liability related in any way to any Restricted Company or any of their Subsidiaries; or (iiid) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee of such Borrower is a party thereto; (all the foregoing, collectively, the “Indemnified Liabilities”), in each case of this paragraph (b)all cases, solely to the extent directly related to such Borrower orwhether or not caused by or arising, if relating to more than one Borrower (in whole or to no specific Borrower)in part, each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations out of the Subcommitments hereunder or as negligence of the relevant Borrowers may otherwise agreeIndemnitee; provided that such indemnity shall not, as to any Indemnitee of such BorrowerIndemnitee, be available to the extent that such liabilities, losses, claims, damages, liabilities claims and costs (x) have resulted from the gross negligence or related expenses are willful misconduct of such Indemnitee or material breach of the Loan Documents by such Indemnitee as determined by the final non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to or (y) arise from claims of any of the Lenders solely against one or more Lenders that have not resulted from (A) any misrepresentation, default or the bad faithbreach of any Loan Document or any actual or alleged performance or non-performance by a Borrower or one of its 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 SyndTrak or other similar information transmission systems in connection with this Agreement, except to the extent resulting from the willful misconduct or gross negligence of such IndemniteeIndemnitee as determined by the final non-appealable judgment of a court of competent jurisdiction, (B) a claim brought by such Borrower nor shall any Indemnitee or such other Obligor against such Indemnitee any Loan Party have any liability for material breach of such Indemnitee’s obligations under 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 Sixth Restatement Effective Date); provided, however, that the foregoing liability exclusion with respect to the Loan Parties shall not limit the indemnification obligations of the Loan Parties otherwise provided for above in respect of third party claims against the Indemnitees. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.05 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, 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 to which such Borrower or any other member is consummated. All amounts due under this Section 11.05 shall be paid promptly after receipt by the Company of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court an invoice in reasonable detail. The agreements in this Section 11.05 shall survive the resignation of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or replacement of any Lender, in each case in their respective capacities as suchthe termination of the Aggregate Revolving Credit Commitments and the repayment, and (y) claims arising out satisfaction or discharge of any act or omission by such Borrower or its Affiliates)all the other Obligations. This Without limiting the provisions of Section 9.03(b) 3.01, this Section 11.05 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. ., arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsection.

Indemnification by the Borrowers. (i) Each Borrower shall, severally and not jointly (solely does hereby, indemnify each Recipient with respect to such Borrower’s Obligations, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on behalf or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the applicable Borrower shall not be obligated to make payment to such Recipient pursuant to this Section 3.01 in respect of penalties, interest and other liabilities attributable to any Indemnified Taxes, if (x) such Recipient fails to notify such Borrower of the imposition of such BorrowerIndemnified Taxes within 30 days following the receipt of actual written notice of the imposition of such Indemnified Taxes, and not such penalties, interest and other liabilities are attributable to the period beginning after such 30th day and ending 10 days after such Borrower receives notice from such Recipient; (y) such penalties, interest and other liabilities are attributable to any period after any Borrower has indemnified such Recipient for, or paid any additional amount with respect to, such Indemnified Taxes pursuant to this Section 3.01; or (z) such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of such Recipient. A certificate as to the amount of such payment or liability delivered to the applicable Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any other BorrowerIndemnified Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), indemnify (y) the Administrative AgentAgent and the Borrowers, as applicable, against any Taxes attributable to such Lender’s failure to comply with the applicable Issuing Bankprovisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, each Joint Lead Arranger and each as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or any Borrower in connection with any Loan Document, and each Related Party of any of the foregoing Persons (reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to a Borrower, each such Person being called an “Indemnitee”) against, and hold each Indemnitee the amount of such Borrower harmless from, payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all losses, claims, damages, liabilities and related expenses (with respect amounts at any time owing to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against any Indemnitee of such Borrower arising out of, in connection with, or as a result of (i) the execution or delivery by such Borrower of Lender under this Agreement or any agreement or instrument contemplated hereby other Loan Document against any amount due to which such Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, Administrative Agent under this clause (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsection.

Indemnification by the Borrowers. Each Borrower shall(a) The Borrowers shall indemnify Administrative Agent and each Lender, severally within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including for the full amount of any Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this subsection 2.7B(iii)) paid by Administrative Agent or such Lender, as the case may be, and any penalties and interest arising therefrom or with respect thereto, whether or not jointly such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Government Authority (solely and, upon paying such amount, the Company shall be subrogated to the claims of the Administrative Agent and Lenders with respect to and on behalf any such amount that was not correctly or legally imposed). A certificate as to the amount of such Borrowerpayment or liability and the basis for and calculation thereof delivered to the applicable Borrower by a Lender (with a copy to Administrative Agent), and not with respect to or by Administrative Agent on its own behalf or on behalf of any other Borrower)a Lender, shall be conclusive absent manifest error. (b) Without limiting the provisions of the foregoing, each Lender shall, and does hereby, indemnify the Borrowers and Administrative Agent, the applicable Issuing Bankand shall make payment in respect thereof within ten (10) days after demand therefor, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, against any and all Taxes and any and all related losses, claims, damagesliabilities, liabilities penalties, interest and related expenses (with respect to legal fees, limited to including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of any counsel for any such affected Indemniteethe Borrowers or Administrative Agent) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against a Borrower or Administrative Agent by any Indemnitee of such Borrower arising out of, in connection with, or Government Authority as a result of (i) the execution or delivery failure by such Borrower of this Agreement or any agreement or instrument contemplated hereby Lender to which such Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection withdeliver, or as a result of the Transactions inaccuracy, inadequacy or deficiency of, any documentation required to which be delivered by such Lender to a Borrower is a party asserted by or Administrative Agent pursuant to subsection 2.7B(iv). Each Lender hereby authorizes Administrative Agent to set off and apply any Indemnitee against and all amounts at any Borrower time owing to such Lender under this Agreement or any other member Loan Document against any amount due to the Administrative Agent under this clause (b). The agreements in this clause (b) shall survive the resignation and/or replacement of its Obligor Groupthe Administrative Agent, provided that any assignment of rights by, or the foregoing limitation shall not be deemed to impair replacement of, a Lender, and the payment of the Loans, the cancellation or affect expiration of the obligations Letters of Credit and the reimbursement of any Borrower under amounts drawn thereunder, and the preceding termination of this Agreement. (c) Notwithstanding anything in subsection 10.3 to the contrary, the provisions of this subsectionsubsection 2.7B shall be controlling with respect to a Borrower’s indemnification and other obligations in respect of Taxes except with respect to stamp, documentary and similar taxes.

Indemnification by the Borrowers. (i) Each Borrower shallshall indemnify the Administrative Agent and each Lender, severally within 15 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and not jointly (solely any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to and on behalf the amount of such Borrowerpayment or liability delivered to a Borrower by a Lender (with a copy to the Administrative Agent), and not with respect to or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. A certificate as to the amount of any other Borrowersuch payment or liability delivered to a Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (ii) Each Lender shall, and does hereby, indemnify each Borrower and the Administrative Agent, the applicable Issuing Bankand shall make payment in respect thereof within 15 days after demand therefor, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, against any and all Taxes and any and all related losses, claims, damagesliabilities, liabilities penalties, interest and related expenses (with respect to legal fees, limited to including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of any counsel for any such affected Indemniteethe Borrowers or the Administrative Agent) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against a Borrower or the Administrative Agent by any Indemnitee of such Borrower arising out of, in connection with, or Governmental Authority as a result of (i) the execution or delivery failure by such Borrower of this Agreement or any agreement or instrument contemplated hereby Lender to which such Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection withdeliver, or as a result of the Transactions inaccuracy, inadequacy or deficiency of, any documentation required to which be delivered by such Lender to a Borrower is a party asserted by or the Administrative Agent pursuant to clause (e). Each Lender hereby authorizes the Administrative Agent to set off and apply any Indemnitee against and all amounts at any Borrower time owing to such Lender under this Agreement or any other member Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of its Obligor Groupthe Administrative Agent, provided that any assignment of rights by, or the foregoing limitation shall not be deemed to impair replacement of a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or affect the obligations discharge of any Borrower under the preceding provisions of this subsectionall other Obligations.

Indemnification by the Borrowers. Each Borrower shallIn consideration of the execution and delivery of this Agreement by the Agents and the Lenders and the agreement to extend the Commitments provided hereunder, severally the Borrowers hereby agrees to indemnify, exonerate and not jointly hold each Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of each Agent and each Lender (solely with respect each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Attorney Costs (collectively, the “Indemnified Liabilities”), incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to and on behalf (i) any tender offer, merger, purchase of such Borrowerstock, and not with respect to or on behalf purchase of assets (including any other Borrower)similar transaction financed or proposed to be financed in whole or in part, indemnify directly or indirectly, with the Administrative Agent, the applicable Issuing Bank, each Joint Lead Arranger and each Lender, and each Related Party proceeds of any of the foregoing Persons Loans, (ii) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any hazardous substance at any property owned or leased by the Company or any Subsidiary, (iii) any violation of any Environmental Laws with respect to a Borrowerconditions at any property owned or leased by the Company or any Subsidiary or the operations conducted thereon, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, any and all losses, claims, damages, liabilities and related expenses (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against any Indemnitee of such Borrower arising out of, in connection with, or as a result of (iiv) the execution investigation, cleanup or delivery by such Borrower remediation of offsite locations at which the Company or any Subsidiary or their respective predecessors are alleged to have directly or indirectly disposed of hazardous substances or (v) the execution, delivery, performance or enforcement of this Agreement or any agreement or instrument contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, the performance Loan Document by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingLender Parties, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible except for its proportionate share of any such amounts determined in accordance with the respective allocations Indemnified Liabilities arising on account of the Subcommitments hereunder applicable Lender Party’s gross negligence or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available willful misconduct. If and to the extent that such lossesthe foregoing undertaking may be unenforceable for any reason, claimseach Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section 14.13 shall survive repayment of the Loans, damagescancellation of the Notes, liabilities expiration or related expenses are determined by a court termination of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence Letters of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as suchCredit, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions termination of this subsectionAgreement.

Indemnification by the Borrowers. Each Borrower shallWhether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and not jointly (solely with respect to and on behalf of such Borrower, and not with respect to or on behalf of any other Borrower), indemnify the Administrative hold harmless each Agent, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, attorneys-in-fact, trustees and advisors (collectively the applicable Issuing Bank, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee of such Borrower harmless from, against any and all liabilities, losses, claims, damages, liabilities claims and related expenses costs (with respect to legal feesincluding Attorney Costs, which shall be limited to one counsel to the reasonable Administrative Agent and documented out-of-pocket fees, charges and disbursements the Lenders (exclusive of one outside local counsel to the Administrative Agent and the Lenders in each relevant jurisdiction), unless (andx) the interests of the Administrative Agent and the Lenders are sufficiently divergent, in which case one additional counsel may be appointed and (y) if the interests of any Lender or group of Lenders (other than all of the Lenders) are distinctly or disproportionately affected, one additional counsel for such Lender or group of Lenders in the case of an actual conflict clause (a) below) of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel))kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee of such Borrower in any way relating to or arising out of, of or in connection with, or as a result of : (ia) the execution execution, delivery, enforcement, performance or delivery by such Borrower administration of this Agreement or any agreement or instrument contemplated hereby to which such Borrower Loan Document or any other member of its Obligor Group is a partyagreement, letter or instrument delivered in connection with the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower transactions contemplated thereby or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, thereby; (iib) any Commitment, Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower or proposed use of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank L/C Issuer to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Restricted Company or any of their Subsidiaries, or any Environmental Liability related in any way to any Restricted Company or any of their Subsidiaries; or (iiid) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee of such Borrower is a party thereto; (all the foregoing, collectively, the “Indemnified Liabilities”), in each case of this paragraph (b)all cases, solely to the extent directly related to such Borrower orwhether or not caused by or arising, if relating to more than one Borrower (in whole or to no specific Borrower)in part, each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations out of the Subcommitments hereunder or as negligence of the relevant Borrowers may otherwise agreeIndemnitee; provided that such indemnity shall not, as to any Indemnitee of such BorrowerIndemnitee, be available to the extent that such liabilities, losses, claims, damages, liabilities claims and costs (x) have resulted from the gross negligence or related expenses are willful misconduct of such Indemnitee or breach of the Loan Documents by such Indemnitee as determined by the final non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to or (y) arise from claims of any of the Lenders solely against one or more Lenders that have not resulted from (A) any misrepresentation, default or the bad faithbreach of any Loan Document or any actual or alleged performance or non-performance by a Borrower or one of its 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, except to the extent resulting from the willful misconduct or gross negligence of such IndemniteeIndemnitee as determined by the final non-appealable judgment of a court of competent jurisdiction, (B) a claim brought by such Borrower nor shall any Indemnitee or such other Obligor against such Indemnitee any Loan Party have any liability for material breach of such Indemnitee’s obligations under 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 Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.05 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, 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 to which such Borrower or any other member is consummated. All amounts due under this Section 11.05 shall be paid promptly after receipt by the Company of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court an invoice in reasonable detail. The agreements in this Section 11.05 shall survive the resignation of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or replacement of any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result the termination of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower Aggregate Commitments and the repayment, satisfaction or any discharge of all the other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsectionObligations.

Indemnification by the Borrowers. Each Borrower shall, severally and not jointly (solely with respect In addition to and on behalf any liability of such Borrower, and not with respect the Borrowers to any Lender or on behalf of the Agent under any other Borrower)provision hereof, indemnify except for liability arising from a Lender’s or the Administrative Agent’s own gross negligence or wilful misconduct, the applicable Issuing Bank, Borrowers will indemnify each Joint Lead Arranger Lender and the Agent (and each Lenderof their directors, officers, employees, affiliates, agents and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”representatives) against, and hold each Indemnitee Lender and the Agent (and each of their directors, officers, employees, affiliates, agents and representatives) harmless against any loss or expense incurred by such Lender or the Agent (and each of their directors, officers, employees, affiliates, agents and representatives) as a result of: (1) any failure by any Borrower to fulfil any of its Obligations including, without limitation, any cost or expense incurred by reason of the liquidation or re-employment in whole or in part of deposits or other funds required by any Lender to fund any Bankers’ Acceptance, BA Equivalent Note, or Letter of Credit or to fund or maintain its Proportionate Share of any Advance as a result of a Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (2) the Canadian Borrower’s failure to provide for the payment to the Agent, for the account of each of the Lenders, of the full principal or face amount of each Bankers’ Acceptance, BA Equivalent Note or Letter of Credit on its maturity date; (3) a Borrower’s failure to pay any other amount, including without limitation, any interest or fee, due hereunder on its due date; the repayment or prepayment of a LIBOR Advance otherwise than on the last day of its LIBOR Interest Period; (4) the provision of funds for any outstanding Bankers’ Acceptance, BA Equivalent Note or Letter of Credit before the maturity date of such Borrower harmless fromBankers’ Acceptance, BA Equivalent Note or Letter of Credit; (5) a Borrower’s failure to give any and all losses, claims, damages, liabilities and related expenses (with respect notice required to legal fees, limited be given by it to the reasonable and documented out-of-pocket feesAgent or Lenders hereunder; (6) the failure of any Borrower to make any other payment when due hereunder; or (7) any liability, charges and disbursements of one outside counsel (andobligations, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively loss (other than the allocated costs of internal counsel)lost profits) or expense, (including Breakage Costs), incurred that may be suffered by or asserted against any Indemnitee of such Borrower arising out of, in connection with, or as a result of (i) the execution or delivery by such Borrower of this Agreement or any agreement or instrument contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or them as a result of the Transactions to which such Borrower is a party asserted breach by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that in the foregoing limitation shall not be deemed to impair or affect the obligations performance of any Borrower under of the preceding provisions Credit Documents, or by reason of the Agent or the Lenders agreeing to enter into this subsectionAgreement; or (8) in connection with the use of any credit facility proceeds, or the consummation of any transaction contemplated by the Credit Agreement.

Indemnification by the Borrowers. Each Borrower shall, severally (a) In consideration of the execution and not jointly (solely with respect delivery of this Agreement by the Bank and the agreement to and on behalf of such Borrower, and not with respect to or on behalf of any other Borrower), indemnify extend the Administrative AgentCommitments provided hereunder, the applicable Issuing Borrowers hereby agree to indemnify, exonerate and hold the Bank, each Joint Lead Arranger and each Lender, and each Related Party of the officers, directors, employees, Affiliates and agents of the Bank (each a "Bank Party") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including reasonable attorneys' fees and charges and allocated costs of staff counsel (collectively, for purposes of this Section 12.13, called the "Indemnified Liabilities"), incurred by the Bank Parties or any of them as a result of, or arising out of, or relating to (i) any tender offer, merger, purchase of stock, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the foregoing Persons Loans, (ii) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any hazardous substance at any property owned or leased by the Borrowers or any Subsidiary, (iii) any violation of any Environmental Laws with respect to a Borrowerconditions at any property owned or leased by the Borrowers or any Subsidiary or the operations conducted thereon, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, any and all losses, claims, damages, liabilities and related expenses (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against any Indemnitee of such Borrower arising out of, in connection with, or as a result of (iiv) the execution investigation, cleanup or delivery by such Borrower remediation of offsite locations at which the Borrowers or any Subsidiary or their respective predecessors are alleged to have directly or indirectly disposed of hazardous substances or (v) the execution, delivery, performance or enforcement of this Agreement or any agreement or instrument contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, the performance Loan Document by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingBank Parties, whether based except for any such Indemnified Liabilities arising on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share account of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder Bank Party's gross negligence or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available willful misconduct. If and to the extent that such lossesthe foregoing undertaking may be unenforceable for any reason, claims, damages, liabilities or related expenses are determined by a court the Borrowers hereby agree to make the maximum contribution to the payment and satisfaction of competent jurisdiction by final and nonappealable judgment each of the Indemnified Liabilities which is permissible under applicable law. Nothing set forth above shall be construed to relieve any Bank Party from any obligation it may have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or Agreement. (b) All obligations provided for in this Section 12.13 shall survive repayment of the other Loan Documents to which such Borrower Loans, cancellation of the Notes, any foreclosure under, or any other member of its Obligor Group is a partymodification, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction release or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out discharge of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result all of the Transactions to which such Borrower is a party asserted by Collateral Documents and any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions termination of this subsectionAgreement.

Indemnification by the Borrowers. Each Borrower shall, severally and not jointly (solely with respect to and on behalf of such Borrower, and not with respect to or on behalf as applicable, shall severally indemnify each Recipient, within 10 Business Days after written demand therefor, for the full amount of any other BorrowerIndemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16) payable or paid by such Recipient (whether directly or pursuant to Section 2.16(e), indemnify the Administrative Agent, the applicable Issuing Bank, each Joint Lead Arranger ) or required to be withheld or deducted from a payment to such Recipient and each Lender, and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, any and all losses, claims, damages, liabilities and related expenses (with respect to legal fees, limited to the reasonable and documented out-of-pocket feesexpenses arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability (which shall be in reasonable detail) delivered to the Parent Borrower by a Lender (with a copy to the Administrative Agent), charges or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Administrative Agent and disbursements each Lender agrees to cooperate with any reasonable request made by a Borrower in respect of one outside counsel a claim of a refund in respect of Indemnified Taxes as to which it has been indemnified by such Borrower or with respect to which such Borrower has paid additional amounts pursuant to this Section 2.16(d) if (andi) such Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Lender determines, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counselgood faith judgment, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel))that it would not be disadvantaged, incurred by unduly burdened or asserted against any Indemnitee of such Borrower arising out of, in connection with, or prejudiced as a result of such claim and (iiii) the execution or delivery by such Borrower furnishes, upon request of this Agreement the Administrative Agent or such Lender, an opinion of tax counsel (such opinion and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) to the effect that such Indemnified Taxes were wrongly or illegally imposed. This Section 2.16(d) shall not be construed to require any indemnified party to make available its Tax returns (or any agreement or instrument contemplated hereby other information relating to which such its Taxes that it reasonably deems confidential) to a Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsectionPerson.

Indemnification by the Borrowers. Each Borrower shall(a) In consideration of the execution and delivery of this Agreement by the Agent and the Banks and the agreement to extend the Commitments provided hereunder, the Borrowers hereby jointly and severally agree to indemnify, exonerate and not jointly hold the Agent-Related Persons, each Bank and each of their respective officers, directors, employees and agents (solely with respect to collectively the "Bank Parties" and on behalf individually each a "Bank Party") free and harmless from and against any and all actions, claims, judgments, causes of such Borroweraction, suits, losses, liabilities, damages, penalties and not with respect to or on behalf of any other Borrowerexpenses, including Attorney Costs (collectively the "Indemnified Liabilities"), indemnify incurred by the Administrative AgentBank Parties or any of them as a result of, or arising out of, or relating to (i) any tender offer, merger, purchase of stock, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the applicable Issuing Bank, each Joint Lead Arranger and each Lender, and each Related Party proceeds of any of the foregoing Persons Loans or (with respect to a Borrower, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, any and all losses, claims, damages, liabilities and related expenses (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against any Indemnitee of such Borrower arising out of, in connection with, or as a result of (iii) the execution execution, delivery, performance or delivery by such Borrower 66 enforcement of this Agreement or any agreement or instrument contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, the performance Loan Document by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingBank Parties, whether based except for any such Indemnified Liabilities arising on contract, tort or any other theory and regardless of whether any Indemnitee account of such Borrower is a party theretoBank Party's bad faith, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (gross negligence or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available willful misconduct. If and to the extent that such lossesthe foregoing undertaking may be unenforceable for any reason, claims, damages, liabilities or related expenses are determined by a court the Borrowers hereby jointly and severally agree to make the maximum contribution to the payment and satisfaction of competent jurisdiction by final and nonappealable judgment each of the Indemnified Liabilities which is permissible under applicable law. Nothing set forth above shall be construed to relieve any Bank Party from any obligation it may have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or Agreement. (b) Without limiting the other Loan Documents to which such Borrower or any other member provisions of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or clause (Ca) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agentabove, the applicable Issuing BankBorrowers jointly and severally agree to reimburse each Bank Party against any and all Indemnified Liabilities which any Bank Party may pay, any Joint Lead Arranger incur or any Lender, in each case in their respective capacities as such, and (y) claims become subject to arising out of or relating to the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any act Hazardous Material at any real property owned or omission leased by the Company or any Subsidiary or used by the Company or any Subsidiary in its business or operations, except to the extent caused by the acts or omissions of such Borrower or its Affiliates). This Bank Party. (c) All obligations provided for in this Section 9.03(b) 14.13 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result survive repayment of the Transactions to which such Borrower is a party asserted by Loans, cancellation of the Notes and any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions termination of this subsectionAgreement.

Indemnification by the Borrowers. Each Borrower shall, severally The Borrowers shall indemnify and not jointly (solely with respect to and on behalf of such Borrower, and not with respect to or on behalf of any other Borrower), indemnify hold harmless the Administrative Agent, any Supplemental Administrative Agent, the applicable Collateral Agent, the Issuing BankBanks, the Swing Line Lender, each Lender, each Lead Arranger, each Joint Lead Arranger Bookrunner and each Lendertheir respective Affiliates, directors, officers, directors, employees, agents, advisors, partners, shareholders, trustees, controlling persons, and each Related Party of any of other representatives (collectively, the foregoing Persons (with respect to a Borrower, each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee of such Borrower harmless from, against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses and related expenses 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 respect to (but limited, in the case of legal feesfees and expenses, limited to the reasonable and documented out-of-pocket fees, charges and disbursements Attorney Costs of one outside 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 that is material to the interest of such Indemnitees (which may be a single local counsel acting in multiple material jurisdictions), and solely in the case of an actual or perceived conflict of interest between Indemnitees (where the Indemnitee affected by such conflict of interest informs such Borrower the Borrowers in writing of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel)interest), incurred by or asserted against any Indemnitee one additional counsel in each relevant jurisdiction to each group of such Borrower arising out of, in connection with, or affected Indemnitees similarly situated taken as a result of whole), (ia) the execution execution, delivery, enforcement, performance or delivery by such Borrower administration of this Agreement or any agreement or instrument contemplated hereby to which such Borrower Loan Document or any other member of its Obligor Group is a partyagreement, letter or instrument delivered in connection with the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower transactions contemplated thereby or the consummation of the Transactions to which such transactions contemplated thereby (including the reliance in good faith by any Indemnitee on any notice purportedly given by or on behalf of a Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, Loan Party), (iib) the Transaction, (c) any Loan made to such Borrower or Commitment, Loan, Letter of Credit issued on behalf of such Borrower or the use by such Borrower or proposed use of the proceeds received by such Borrower therefrom (including any refusal by the applicable any Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (d) any actual or alleged presence or release of, or exposure to, any Hazardous Materials on or from any property currently or formerly owned or operated by a Borrower or any other Loan Party, or any Environmental Claim or Environmental Liability arising out of the activities or operations of or otherwise related to a Borrower or any other Loan Party, or (iiie) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee of such Borrower is a party theretothereto (all the foregoing, in each case of this paragraph (bcollectively, the “Indemnified Liabilities”), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such BorrowerIndemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable determines in a final, non-appealable judgment to have that any such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (Ai) the gross negligence, bad faith, faith or willful misconduct of such Indemnitee or gross negligence of any Related Indemnified Person of such Indemnitee, (Bii) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s any obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on under any Loan Document by such claim as determined by a court of competent jurisdiction Indemnitee or Related Indemnified Person, or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (xiii) any dispute involving solely among Indemnitees or of any Related Indemnified Person of such Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent, the applicable Collateral Agent, an Issuing Bank, any Joint the Swing Line Lender or a Lead Arranger (or other Agent role) under the Facility and other than any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission of the Borrowers or any of their Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 11.05 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 Syndtrak or other similar information transmission systems in connection with this Agreement, except to the extent resulting from the willful misconduct, bad faith or gross negligence of such Borrower Indemnitee or any Related Indemnified Person (as determined by a final and non-appealable judgment of a court of competent jurisdiction), 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 Affiliatesactivities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.05 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 11.05 (after the determination of a court of competent jurisdiction, if required pursuant to the terms of this Section 11.05) shall be paid within twenty Business Days after written demand therefor. The agreements in this Section 11.05 shall survive the resignation of the Administrative Agent, the Collateral Agent, the Swing Line Lender or any Issuing Bank, replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 9.03(b) 11.05 shall not apply with respect to Taxes other than Taxes, except it shall apply to any Taxes that represent losses, claims, damages, etc. arising from any a non-Tax claim. No Borrower shall be liable claim (including a value added tax or similar tax charged with respect to any Indemnitee for any special, indirect, consequential the supply of legal or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsectionservices).

Indemnification by the Borrowers. Each Borrower shall(a) The Borrowers shall indemnify Administrative Agent and each Lender, severally within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including for the full amount of any Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this subsection 2.7B(vii)) paid by Administrative Agent or such Lender, as the case may be, and any penalties and interest arising therefrom or with respect thereto, whether or not jointly such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Government Authority (solely and, upon paying such amount, the Borrowers shall be subrogated to the claims of the Administrative Agent and Lenders with respect to and on behalf any such amount that was not correctly or legally imposed). A certificate as to the amount of such Borrowerpayment or liability and the basis for and calculation thereof delivered to the applicable Borrower by a Lender (with a copy to Administrative Agent), and not with respect to or by Administrative Agent on its own behalf or on behalf of any other Borrower)a Lender, shall be conclusive absent manifest error. (b) Without limiting the provisions of the foregoing, each Lender shall, and does hereby, indemnify the Borrowers and Administrative Agent, the applicable Issuing Bankand shall make payment in respect thereof within ten (10) days after demand therefor, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, against any and all Taxes and any and all related losses, claims, damagesliabilities, liabilities penalties, interest and related expenses (with respect to legal fees, limited to including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of any counsel for any such affected Indemniteethe Borrowers or Administrative Agent) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against a Borrower or Administrative Agent by any Indemnitee of such Borrower arising out of, in connection with, or Government Authority as a result of (i) the execution or delivery failure by such Borrower of this Agreement or any agreement or instrument contemplated hereby Lender to which such Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection withdeliver, or as a result of the Transactions inaccuracy, inadequacy or deficiency of, any documentation required to which be delivered by such Lender to a Borrower is a party asserted by or Administrative Agent pursuant to subsection 2.7B(viii). Each Lender hereby authorizes Administrative Agent to set off and apply any Indemnitee against and all amounts at any Borrower time owing to such Lender under this Agreement or any other member Loan Document against any amount due to the Administrative Agent under this clause (b). The agreements in this clause (b) shall survive the resignation and/or replacement of its Obligor Groupthe Administrative Agent, provided that any assignment of rights by, or the foregoing limitation shall not be deemed to impair replacement of, a Lender, and the payment of the Loans, the cancellation or affect expiration of the obligations Letters of Credit and the reimbursement of any Borrower under amounts drawn thereunder, and the preceding termination of this Agreement. (c) Notwithstanding anything in subsection 10.3 to the contrary, the provisions of this subsectionsubsection 2.7B shall be controlling with respect to a Borrower’s indemnification and other obligations in respect of Taxes except with respect to stamp, documentary and similar taxes.

Indemnification by the Borrowers. Each Borrower shall, severally and not jointly (solely with respect to and on behalf of such Borrower, and not with respect to or on behalf of any other Borrower), shall indemnify the each Administrative Agent, the applicable each Issuing Bank, each Joint Lead Arranger Lender and each Lender, and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “"Indemnitee”") against, and hold each Indemnitee of such Borrower harmless from, any and all losses, claims, damages, liabilities and related expenses (with respect to legal feesexpenses, limited to including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of any counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against any Indemnitee of such Borrower arising out of, in connection with, or as a result of (i) the execution or delivery by such Borrower of this Agreement or any agreement or instrument contemplated hereby to which such Borrower or any other member of its Obligor Group is a partyhereby, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a partyhereby, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable any Issuing Bank Lender to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any Property Credit Agreement owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such BorrowerIndemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee. Notwithstanding the foregoing, (B) a claim brought by such neither BCFPI nor any Foreign Subsidiary Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents shall be required to which such Borrower or indemnify any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising liabilities and related expenses resulting from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential actions or punitive damages arising out of, in connection with, or as a result of omissions by the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower Company or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsectionDomestic Subsidiary.

Indemnification by the Borrowers. Each Borrower shall, severally and not jointly (solely with respect to and on behalf of such Borrower, and not with respect to or on behalf as applicable, shall severally indemnify each Recipient, within ten (10) Business Days after written demand therefor, for the full amount of any other BorrowerIndemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient (whether directly or pursuant to Section 2.17(e), indemnify the Administrative Agent, the applicable Issuing Bank, each Joint Lead Arranger ) or required to be withheld or deducted from a payment to such Recipient and each Lender, and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, any and all losses, claims, damages, liabilities and related expenses (with respect to legal fees, limited to the reasonable and documented out-of-pocket feesexpenses arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability (which shall be in reasonable detail) delivered to the Parent Borrower by a Lender (with a copy to the Administrative Agent), charges or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Administrative Agent and disbursements each Lender agrees to cooperate with any reasonable request made by a Borrower in respect of one outside counsel a claim of a refund in respect of Indemnified Taxes as to which it has been indemnified by such Borrower or with respect to which such Borrower has paid additional amounts pursuant to this Section 2.17(d) if (andi) such Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Lender determines, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counselgood faith judgment, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel))that it would not be disadvantaged, incurred by unduly burdened or asserted against any Indemnitee of such Borrower arising out of, in connection with, or prejudiced as a result of such claim and (iiii) the execution or delivery by such Borrower furnishes, upon request of this Agreement the Administrative Agent or such Lender, an opinion of tax counsel (such opinion and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) to the effect that such Indemnified Taxes were wrongly or illegally imposed. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any agreement or instrument contemplated hereby other information relating to which such its Taxes that it reasonably deems confidential) to a Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsectionPerson.

Indemnification by the Borrowers. Each Borrower shall(a) In consideration of the execution and delivery of this Agreement by the Agent and the Banks and the agreement to extend the Commitments provided hereunder, severally the Borrowers hereby agree to indemnify, exonerate and not jointly hold the Agent, each Bank and each of the officers, directors, employees, Affiliates and agents of the Agent and each Bank (solely with respect to each a "Bank Party") free and on behalf harmless from and against any and all actions, causes of such Borroweraction, suits, losses, liabilities, damages and not with respect to or on behalf expenses, including reasonable attorneys' fees and charges and allocated costs of any other Borrowerstaff counsel (collectively, for purposes of this Section 14.13, called the "Indemnified Liabilities"), indemnify incurred by the Administrative AgentBank Parties or any of them as a result of, or arising out of, or relating to (i) any tender offer, merger, purchase of stock, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the applicable Issuing Bank, each Joint Lead Arranger and each Lender, and each Related Party proceeds of any of the foregoing Persons Loans, (ii) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any hazardous substance at any property owned or leased by the Borrowers or any Subsidiary, (iii) any violation of any Environmental Laws with respect to a Borrowerconditions at any property owned or leased by the Borrowers or any Subsidiary or the operations conducted thereon, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, any and all losses, claims, damages, liabilities and related expenses (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against any Indemnitee of such Borrower arising out of, in connection with, or as a result of (iiv) the execution investigation, cleanup or delivery by such Borrower remediation of offsite locations at which the Borrowers or any Subsidiary or their respective predecessors are alleged to have directly or indirectly disposed of hazardous substances or (v) the execution, delivery, performance or enforcement of this Agreement or any agreement or instrument contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, the performance Loan Document by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingBank Parties, whether based except for any such Indemnified Liabilities arising on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share account of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder Bank Party's gross negligence or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available willful misconduct. If and to the extent that such lossesthe foregoing undertaking may be unenforceable for any reason, claims, damages, liabilities or related expenses are determined by a court the Borrowers hereby agree to make the maximum contribution to the payment and satisfaction of competent jurisdiction by final and nonappealable judgment each of the Indemnified Liabilities which is permissible under applicable law. Nothing set forth above shall be construed to relieve any Bank Party from any obligation it may have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or Agreement. (b) All obligations provided for in this Section 14.13 shall survive repayment of the other Loan Documents to which such Borrower Loans, cancellation of the Notes, any foreclosure under, or any other member of its Obligor Group is a partymodification, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction release or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out discharge of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result all of the Transactions to which such Borrower is a party asserted by Collateral Documents and any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions termination of this subsectionAgreement.

Indemnification by the Borrowers. Each Borrower shall, severally The Borrowers agree to indemnify and not jointly (solely with respect to and on behalf of such Borrower, and not with respect to or on behalf of any other Borrower), indemnify the Administrative Agent, the applicable Issuing Bank, each Joint Lead Arranger and hold harmless each Lender, each LC Issuing Bank and each Related Party of any of the foregoing Persons Administrative Agent and their respective directors, officers, agents and employees (with respect to a Borrowercollectively, each such Person being called an “Indemnitee”the "LC Indemnitees") against, from and hold each Indemnitee of such Borrower harmless from, against any and all losses, claims, damages, liabilities and related losses, liabilities, costs or expenses (with respect to legal feesincluding, limited to without limitation, the reasonable and documented out-of-pocket fees, charges fees and disbursements of one outside counsel counsel) which such LC Indemnitee may reasonably incur (andor which may be claimed against any such LC Indemnitee by any Person) by reason of or in connection with the execution and delivery or transfer of or payment or failure to pay under any Letter of Credit or any actual or proposed use of any Letter of Credit, including any claims, damages, losses, liabilities, costs or expenses which any LC Issuing Bank may incur by reason of or in connection with the case failure of an actual conflict any Lender to fulfill or comply with its obligations to such LC Issuing Bank hereunder in connection with any Letter of interest where Credit (but nothing herein contained shall affect any rights the Borrowers may have against any such defaulting Lender); provided that the Borrowers shall not be required to indemnify any LC Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for claims, damages, losses, liabilities, costs or expenses to the Indemnitees collectively (other than extent, but only to the allocated costs of internal counsel))extent, incurred caused by or asserted against any Indemnitee of such Borrower arising out of, in connection with, or as a result of (i) the execution willful misconduct or delivery by such Borrower gross negligence of this Agreement or any agreement or instrument contemplated hereby to which such Borrower or LC Issuing Bank in determining whether a request presented under any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply it complied with the terms of such Letter of Credit) Credit or (iiiii) any actual or prospective claim, litigation, investigation or proceeding relating LC Issuing Bank's failure to pay under any Letter of Credit issued by it after the foregoing, whether based on contract, tort or any other theory presentation to it of a request strictly complying with the terms and regardless of whether any Indemnitee conditions of such Borrower Letter of Credit. Nothing in this subsection (n) is a party thereto, in each case of this paragraph (b), solely intended to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect limit the obligations of the Borrowers under any Borrower under the preceding provisions other provision of this subsectionSection 2.05.

Indemnification by the Borrowers. Each Borrower shallThe Borrowers shall jointly and severally indemnify each Lender Party and each Recipient (and if such Lender Party or Recipient is not the Beneficial Owner, severally and not jointly the Beneficial Owner), within five (solely 5) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes payable or paid by such Lender Party, Recipient or Beneficial Owner with respect to any payment by or obligation of the Borrowers under the Loan Documents (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment delivered to the Company by a Lender Party on its own behalf (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender Party, shall be conclusive absent manifest error. Any indemnification claim by a Beneficial Owner that is not a Recipient shall be asserted by the applicable Recipient on behalf of such Borrower, and not with respect to or on behalf of any other Borrower), indemnify the Administrative AgentBeneficial Owner. In addition, the applicable Issuing BankBorrowers shall jointly and severally indemnify each Recipient and Beneficial Owner, each Joint Lead Arranger and each Lenderwithin five (5) days after demand therefor, and each Related Party of for any of the foregoing Persons (with respect to a Borrower, each such Person being called an “Indemnitee”) against, and hold each Indemnitee of such Borrower harmless from, any and all losses, claims, damages, liabilities and related expenses (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected incremental Taxes that may become payable by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by Recipient or asserted against any Indemnitee of such Borrower arising out of, in connection with, or Beneficial Owner as a result of (i) any failure of the execution or delivery by such Borrower of this Agreement or Borrowers to pay any agreement or instrument contemplated hereby Taxes when due to which such Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by appropriate Governmental Authority or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely deliver to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, pursuant to clause (e) (Status of Lenders) below, documentation evidencing the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out payment of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsectionTaxes.

Indemnification by the Borrowers. (i) Each Borrower shall, severally and not jointly (solely does hereby, indemnify each Recipient with respect to such Borrower’s Obligations, and shall make payment in respect thereof within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on behalf or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, that, the applicable Borrower shall not be obligated to make payment to such Recipient pursuant to this Section 3.01 in respect of penalties, interest and other liabilities attributable to any Indemnified Taxes, if (x) such Recipient fails to notify such Borrower of the imposition of such BorrowerIndemnified Taxes within 30 days following the receipt of actual written notice of the imposition of such Indemnified Taxes, and not such penalties, interest and other liabilities are attributable to the period beginning after such 30th day and ending 10 days after such Borrower receives notice from such Recipient; (y) such penalties, interest and other liabilities are attributable to any period after any Borrower has indemnified such Recipient for, or paid any additional amount with respect to, such Indemnified Taxes pursuant to this Section 3.01; or (z) such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of such Recipient. A certificate as to the amount of such payment or liability delivered to the applicable Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any other BorrowerIndemnified Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), indemnify (y) the Administrative AgentAgent and the Borrowers, as applicable, against any Taxes attributable to such Lender’s failure to comply with the applicable Issuing Bankprovisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, each Joint Lead Arranger and each as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or any Borrower in connection with any Loan Document, and each Related Party of any of the foregoing Persons (reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to a Borrower, each such Person being called an “Indemnitee”) against, and hold each Indemnitee the amount of such Borrower harmless from, payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all losses, claims, damages, liabilities and related expenses (with respect amounts at any time owing to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel)), incurred by or asserted against any Indemnitee of such Borrower arising out of, in connection with, or as a result of (i) the execution or delivery by such Borrower of Lender under this Agreement or any agreement or instrument contemplated hereby other Loan Document against any amount due to which such Borrower or any other member of its Obligor Group is a party, the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, Administrative Agent under this clause (ii) any Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee of such Borrower is a party thereto, in each case of this paragraph (b), solely to the extent directly related to such Borrower or, if relating to more than one Borrower (or to no specific Borrower), each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations of the Subcommitments hereunder or as the relevant Borrowers may otherwise agree; provided that such indemnity shall not, as to any Indemnitee of such Borrower, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower or any other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsection.

Indemnification by the Borrowers. Each Borrower shallWhether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and not jointly (solely with respect to and on behalf of such Borrower, and not with respect to or on behalf of any other Borrower), indemnify the Administrative hold harmless each Agent, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, attorneys-in-fact, trustees and advisors (collectively the applicable Issuing Bank, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (with respect to a Borrower, each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee of such Borrower harmless from, against any and all liabilities, losses, claims, damages, liabilities claims and related expenses costs (with respect to legal feesincluding Attorney Costs, which shall be limited to one counsel to the reasonable Administrative Agent and documented out-of-pocket fees, charges and disbursements the Lenders (exclusive of one outside local counsel to the Administrative Agent and the Lenders in each relevant jurisdiction), unless (andx) the interests of the Administrative Agent and the Lenders are sufficiently divergent, in which case one additional counsel may be appointed and (y) if the interests of any Lender or group of Lenders (other than all of the Lenders) are distinctly or disproportionately affected, one additional counsel for such Lender or group of Lenders in the case of an actual conflict clause (a) below) of interest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of internal counsel))kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee of such Borrower in any way relating to or arising out of, of or in connection with, or as a result of : (ia) the execution execution, delivery, enforcement, performance or delivery by such Borrower administration of this Agreement or any agreement or instrument contemplated hereby to which such Borrower Loan Document or any other member of its Obligor Group is a partyagreement, letter or instrument delivered in connection with the performance by the parties hereto of their respective obligations hereunder owed by or to or otherwise arising with respect to such Borrower transactions contemplated thereby or the consummation of the Transactions to which such Borrower or any other member of its Obligor Group is a party or any other transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party, thereby; (iib) any Commitment, Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use by such Borrower or proposed use of the proceeds received by such Borrower therefrom (including any refusal by the applicable Issuing Bank L/C Issuer to honor a demand for payment under a Letter of Credit issued on behalf of such Borrower if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Restricted Company or any of their Subsidiaries, or any Environmental Liability related in any way to any Restricted Company or any of their Subsidiaries; or (iiid) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee of such Borrower is a party thereto; (all the foregoing, collectively, the “Indemnified Liabilities”), in each case of this paragraph (b)all cases, solely to the extent directly related to such Borrower orwhether or not caused by or arising, if relating to more than one Borrower (in whole or to no specific Borrower)in part, each relevant Borrower shall be responsible for its proportionate share of any such amounts determined in accordance with the respective allocations out of the Subcommitments hereunder or as negligence of the relevant Borrowers may otherwise agreeIndemnitee; provided that such indemnity shall not, as to any Indemnitee of such BorrowerIndemnitee, be available to the extent that such liabilities, losses, claims, damages, liabilities claims and costs (x) have resulted from the gross negligence or related expenses are willful misconduct of such Indemnitee or breach of the Loan Documents by such Indemnitee as determined by the final non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to or (y) arise from claims of any of the Lenders solely against one or more Lenders that have not resulted from (A) any misrepresentation, default or the bad faithbreach of any Loan Document or any actual or alleged performance or non-performance by a Borrower or one of its 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, except to the extent resulting from the willful misconduct or gross negligence of such IndemniteeIndemnitee as determined by the final non-appealable judgment of a court of competent jurisdiction, (B) a claim brought by such Borrower nor shall any Indemnitee or such other Obligor against such Indemnitee any Loan Party have any liability for material breach of such Indemnitee’s obligations under 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 Original Closing Date); provided, however, that the foregoing liability exclusion with respect to the Loan Parties shall not limit the indemnification obligations of the Loan Parties otherwise provided for above in respect of third party claims against the Indemnified Parties. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.05 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, 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 to which such Borrower or any other member is consummated. All amounts due under this Section 11.05 shall be paid promptly after receipt by the Company of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court an invoice in reasonable detail. The agreements in this Section 11.05 shall survive the resignation of competent jurisdiction or (C) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or replacement of any Lender, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by such Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Borrower shall be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result the termination of the Transactions to which such Borrower is a party asserted by any Indemnitee against any Borrower Aggregate Commitments and the repayment, satisfaction or any discharge of all the other member of its Obligor Group, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of any Borrower under the preceding provisions of this subsectionObligations.