Common use of Indemnification by the Borrowers Clause in Contracts

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities), obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a whole) 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 arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or (c) 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Indemnification by the Borrowers. The Borrowers shall jointly indemnify the Global Agent (and severally indemnify any sub-agent thereof), the Revolver Agent (and hold harmless each any sub-agent thereof), the Collateral Agent-Related Person, each Lender, Lender and each L/C Issuer and their respective AffiliatesLC Issuer, and their respective officers, directors, employees, partners, agents, advisors and other representatives each Related Party of each any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilities (including Environmental Liabilities)losses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities and related expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, charges and disbursements to fees, charges and other charges disbursements of one primary counsel to all Indemnitees taken as a whole (and, if reasonably necessary, one local counsel for in each appropriate jurisdiction) to all Indemnitees Indemnitees, taken as a whole in each relevant jurisdiction that is material to the interests of the Lenderswhole, and solely in the case of a an actual conflict of interestinterest among the Indemnitees, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees for all such conflicted Indemnitees, taken as a whole) ), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any kind or nature whatsoever which may at Indemnitee unless such costs result from services provided by such internal counsel that are duplicative of services then being provided by outside counsel to any time be imposed onIndemnitee, incurred by any Indemnitee or asserted against any such Indemnitee in by any way third party or by the Borrowers or any other Credit Party arising out of or of, in connection with with, or as a result of (ai) the executionexecution or delivery of this Agreement, delivery, enforcement, performance or administration of any other Loan Document or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby or thereby, the transactions contemplated thereby performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (bii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C any LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) breach of representations, warranties or covenants of the Borrowers under the Loan Documents, or (civ) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory (including theory, whether brought by a third party or by the Borrowers or any investigation ofother Credit Party, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemniteethereto; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted from (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers or any other Credit Party against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any of other Loan Document, if the Borrowers or such Credit Party has obtained a final and nonappealable judgment in its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, favor on such claim as determined by a final non-appealable judgment of a court of competent jurisdiction, (y. This Section 11.02(b) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights apply 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the Taxes other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements etc. arising from any non-Tax claimsclaim.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Issuer, each Lender and their respective Affiliates, and their respective directors, officers, directors, employees, partnerscounsel, agents, advisors advisors, and other representatives of each of the foregoing (collectively collectively, the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)losses, obligations, lossesliabilities, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented or invoiced out-of-pocket fees, disbursements fees and other charges expenses (including reasonable Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole and, if necessary, one firm of local counsel in each relevant appropriate jurisdiction that is material to the interests of the Lenders(which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, and solely in the case of a an actual or perceived conflict of interest, one additional where the Indemnitee affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnitee)) of any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnitees is a party thereto and whether or not such proceedings are brought by the Borrowers, their equity holders, their Affiliates, creditors or any other third person) that is material relates to each group of similarly situated affected Indemnitees taken as a wholethe Transaction, including the financing contemplated hereby) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), or (c) 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 (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto ), (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases), whether or not caused by or arisingIN ALL CASES, in whole or in partWHETHER OR NOT CAUSED BY OR ARISING, out of the negligence of the IndemniteeIN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or of any of its controlled Affiliates or their respective controlling Persons or any of the officers, directors, officers, employees, partners, agents, advisors or other representativesmembers 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 judgment of a court of competent jurisdictiondecision), (y) a material breach of any obligations under any the Loan Document Documents by such Indemnitee or of any one of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any dispute solely among Indemnitees act or omission of the Borrowers or any of their Affiliates (other than any claims with respect to a claim against an Indemnitee acting in its capacity or in fulfilling its role as an Agent, a Agent or Lead Arranger or any similar role under the Loan Documents and other than any claims arising out unless such claim arose from the gross negligence, bad faith or willful misconduct of any act or omission of Holdings, the Borrowers or any of their respective Affiliates)such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Indemnitee or any Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of 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 are is consummated. All amounts due under this Section 10.05 shall be paid within thirty ten (3010) days Business Days after written demand therefor (together with backup documentation supporting such reimbursement request)therefor; provided, however, that such Indemnitee shall promptly refund the such amount of any payment 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penaltiesetc., claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any with respect to a non-Tax claimsclaim.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Lead Arranger, the Syndication Agent, each Documentation Agent and their respective Affiliates, and their respective directors, officers, directors, employees, partnerscounsel, agents, advisors advisors, and other representatives of each of the foregoing (collectively collectively, the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)losses, obligations, lossesliabilities, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented or invoiced out-of-pocket fees, disbursements fees and other charges expenses (including reasonable Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole and, if necessary, one firm of local counsel in each relevant appropriate jurisdiction that is material to the interests of the Lenders(which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, and solely in the case of a an actual or perceived conflict of interest, one additional where the Indemnitee affected by such conflict informs the Parent Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnitee)) of any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and whether or not such proceedings are brought by the Parent Borrower, its equity holders, its Affiliates, creditors or any other third person) that is material relates to each group of similarly situated affected Indemnitees taken as a whole) the Transaction, including the financing contemplated hereby, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), or (c) 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 Parent Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Parent 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) ), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or their respective controlling Persons or any of the officers, directors, officers, employees, partners, agents, advisors or other representativesmembers 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 judgment of a court of competent jurisdictiondecision), (y) a material breach of any obligations under any the Loan Document Documents by such Indemnitee or one of its Affiliates or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any act or omission of the Parent Borrower or any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims with respect to a claim against an Indemnitee acting in its capacity or in fulfilling its role as an Agent, a Agent or Lead Arranger or any similar role under the Loan Documents and other than any claims arising out unless such claim arose from the gross negligence, bad faith or willful misconduct of any act or omission of Holdings, the Borrowers or any of their respective Affiliatessuch Indemnitee). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Indemnitee or any Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, managers, partners, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are is consummated. All amounts due under this Section 10.05 shall be paid within thirty ten (3010) days Business Days after written demand therefor (together with backup documentation supporting such reimbursement request)therefor; provided, however, that such Indemnitee shall promptly refund the such amount of any payment 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penaltiesetc., claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any with respect to a non-Tax claimsclaim.

Indemnification by the Borrowers. The Borrowers shall Each Borrower shall, severally and not jointly (solely with respect to and severally 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 Agent-Related Person, each Lender, and each L/C Issuer and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives Related Party of each any of the foregoing Persons (collectively the with respect to a Borrower, each such Person being called an “IndemniteesIndemnitee”) from against, and against hold each Indemnitee of such Borrower harmless from, any and all liabilities (including Environmental Liabilities)losses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses (with respect to legal fees, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one outside counsel to all Indemnitees taken as a whole (and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a an actual conflict of interestinterest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, one additional another firm of counsel in each relevant jurisdiction that is material to each group for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever which may at any time be imposed oninternal counsel)), incurred by or asserted against any Indemnitee of such Indemnitee in any way Borrower arising out of or of, in connection with with, or as a result of (ai) the execution, delivery, enforcement, performance execution or administration delivery by such Borrower of this Agreement or any Loan Document agreement or instrument contemplated hereby to which such Borrower or any other agreementmember of its Obligor Group is a party, letter the performance by the parties hereto of their respective obligations hereunder owed by or instrument delivered in connection to or otherwise arising with the transactions contemplated thereby 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 therebyhereby to which such Borrower or any other member of its Obligor Group is a party, (bii) any Commitment, Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use or proposed use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by an L/C Issuer 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 Credit) or (ciii) 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 all cases, whether or not caused by or arisingthereto, in whole 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 part, out accordance with the respective allocations of the negligence of Subcommitments hereunder or as the Indemniteerelevant Borrowers may otherwise agree; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any IndemniteeIndemnitee of such Borrower, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as are determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (yB) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of any such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any Loan Document by other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, on such claim as determined by a final non-appealable judgment of a court of competent jurisdiction or (zC) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute solely among Indemnitees (other than any involving claims against an Indemnitee in its capacity or in fulfilling its role as an the Administrative Agent, a the applicable Issuing Bank, any Joint Lead Arranger or any similar role under the Loan Documents Lender, in each case in their respective capacities as such, and other than any (y) claims arising out of any act or omission of Holdings, the Borrowers by such Borrower or any of their respective its Affiliates). No Indemnitee This Section 9.03(b) shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights apply 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the Taxes other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements etc. arising from any non-Tax claimsclaim. 148 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. The Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Swing Line Lender, each Issuing Bank, each Lender, each L/C Issuer Arranger and their respective Affiliates (other than Excluded Affiliates) and controlling Persons, and their respective directors, officers, directors, employees, partnersadvisors, agents, advisors agents and other representatives of each of the foregoing and their respective successors and permitted assigns (but excluding any Excluded Affiliates) (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)actual losses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities and expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a an actual conflict of interest, one additional counsel in each relevant material jurisdiction that is material to each group of similarly situated the affected Indemnitees taken as a whole) similarly situated), in each case except allocated costs of in-house counsel, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit, (c) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated by the Loan Parties or any Subsidiary, or any Environmental Liability of or relating to the Loan Parties or any Subsidiary, or (cd) 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) (a “Proceeding”) and regardless of whether any Indemnitee is a party thereto (all or whether or not such Proceeding is brought by the foregoingBorrowers or any other person and, collectively, the “Indemnified Liabilities”) in all caseseach case, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities and expenses or disbursements resulted from (xw) the gross negligence, bad faith faith, fraud or willful misconduct of such Indemnitee or of any of its Affiliates Related Indemnified Persons, as determined by a final non-appealable judgment of a court of competent jurisdiction, (x) a material breach of any obligations under any Loan Document by such Indemnitee or their respective directors, officers, employees, partners, agents, advisors or other representativesof any of its Related Indemnified Persons, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger administrative agent or arranger or any similar role under the Loan Documents any Facility and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective AffiliatesAffiliates or (z) settlements effected without the Borrowers’ prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with Borrowers’ written consent, or if there is a final judgment against an Indemnitee, the Borrowers shall indemnify and hold harmless such Indemnitee to the extent and the manner set forth above. In case any Proceeding is instituted involving any Indemnitee for which indemnification is to be sought hereunder by such Indemnitee, then such Indemnitee will promptly notify the Parent Borrower of the commencement of any such Proceeding; provided, however, that the failure so to notify the Parent Borrower will not relieve the Borrowers from any liability to such Indemnitee pursuant to this Section 10.05. Each applicable Indemnitee (by accepting the benefits hereof) agrees to refund and return any and all amounts paid by or on behalf of the Borrowers (or any other Loan Party) to such Indemnitee, in each case, pursuant to the terms of this paragraph to the extent such Indemnitee is not entitled to the payment thereof pursuant to the terms of this paragraph, as determined by a final non-appealable judgment of a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this AgreementAgreement (except for direct (as opposed to indirect, norspecial, to punitive or consequential) damages resulting from the extent permissible under applicable Lawgross negligence, bad faith, fraud or willful misconduct of, or material breach of this Agreement or the other Loan Documents, as determined by a court of competent jurisdiction in a final and non-appealable judgment, of any such Indemnitee), nor shall any Indemnitee, Related Indemnified Person, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages obligations, liabilities, losses, damages, penalties, demands, actions, judgments, suits, costs, disbursements, claims or expenses incurred or paid or required to be paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05(including another Indemnitee)). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent Agent, the resignation of an Issuing Bank or Collateral AgentSwing Line Lender, the replacement of any Lender, the termination of the Aggregate Total Revolving Credit Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims. To the extent that the Borrowers for any reason fails to pay any amount required under this Section 10.05 or Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Bank, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Swing Line Lender or the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph are subject to the provisions of Section 2.12(d).

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each LenderLead Arranger, each L/C Issuer Issuer, each Lender (without duplication) and their respective AffiliatesAffiliates and the directors, and their respective officers, directors, employees, partners, agents, advisors advisors, and other representatives of each any of the foregoing (collectively collectively, the “Indemnitees”) and hold them harmless from and against any and all liabilities (including Environmental Liabilities), obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses damages and disbursements (including Attorney Costs but limited in the case liabilities of legal fees and expenses to the reasonable any kind or nature and documented or invoiced out-of-pocket feesfees and expenses (in the case of Attorney Costs, disbursements and other charges limited to the reasonable Attorney Costs of one counsel to for all Indemnitees taken as a whole and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders(and, and solely in the case of a an actual or perceived conflict of interest, one additional where the Indemnitee affected by such conflict informs the Maltese Borrower of such conflict and thereafter retains its own counsel, of such other firm of counsel in each relevant jurisdiction that is material to each group of similarly situated for such affected Indemnitees taken as a wholeIndemnitee)) (collectively, the “Losses”) 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 arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or (c) any actual or prospective claim, litigation, investigation or proceeding relating to any claim or any litigation or other proceeding (including any inquiry or investigation 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 such Indemnitees is a party thereto and whether or not such proceedings are brought by the Holdings, its equity holders, its Affiliates, creditors or any other third person) that relates to the Transactions, including the financing contemplated hereby (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases), whether and any Losses that relate to any actual or not caused alleged presence or Release or threatened Release of Hazardous Materials on or from any property currently or formerly owned or operated by Holdings or arisingany Subsidiary or any other liability arising under Environmental Law, in whole or in part, each case arising out of the negligence activities or operations of the IndemniteeHoldings or any Subsidiary; provided that, notwithstanding the foregoing, such indemnity shall not, as to that no Indemnitee will be indemnified for any Indemnitee, be available Loss or related expense to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements it has resulted from (xw) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective any of the officers, directors, officers, employees, partnersadvisors, agents or other representatives of any of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable decision), (x) a material breach of the obligations under the Loan Documents of such Indemnitee or any of such Indemnitee’s Affiliates or any of the officers, directors, employees, advisors, agents or other representatives of any of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable decision), (y) in the case of any claim, litigation, investigation or other proceeding initiated by Holdings or one of its Affiliates against the relevant Indemnitee, a breach of the obligations under the Loan Documents of such Indemnitee or any of such Indemnitee’s Affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives, representatives of any of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable judgment of decision) or (z) any claim, litigation, investigation or other proceeding (other than a court of competent jurisdictionclaim, (y) litigation, investigation or other proceeding against any Agent or any Lead Arranger or any Person acting in a material breach of any obligations under any similar capacity, in each case, acting pursuant to the Loan Document by Documents or in its capacity as such Indemnitee or of any of its Affiliates or its or their respective officers, directors, officers, employees, partnersagents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out representatives and the successors of each of the foregoing) solely between or among Indemnities that does not involve any act or omission of Holdings, the Borrowers by Holdings or any of their respective its Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, Agreement except to the extent permissible under applicable Lawthat such damages have resulted from the willful misconduct, shall bad faith or gross negligence of such Indemnitee or any of such Indemnitee’s Affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives (as determined by a court of competent jurisdiction in a final and non-appealable decision). No Indemnitee and no Loan Party or any Subsidiary shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than); provided that nothing in this sentence shall limit the indemnity and reimbursement obligations of the Loan Parties to the extent that such special, punitive, indirect, or consequential damages are included in the case of any Loan Party, in respect of any such damages incurred or paid claim by an Indemnitee to a third party that are otherwise required unaffiliated with the applicable Indemnitee with respect to be indemnified pursuant which the applicable Indemnitee is entitled to indemnification as set forth in this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days 10 Business Days after written demand therefor (together with backup documentation supporting such reimbursement request)therefor; provided, however, that such Indemnitee shall promptly refund the such amount of any payment to the extent that there is a determination by a court of competent jurisdiction in a final and non-appealable decision 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 or removal of the Administrative Agent or Agent, the Collateral Agent, the replacement of any LenderLender or L/C Issuer, the termination of the Aggregate Revolving Credit Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penaltiesetc., claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any with respect to a non-Tax claimsclaim.

Indemnification by the Borrowers. The Borrowers Each Borrower shall jointly indemnify, on a joint and severally indemnify several basis, the Administrative Agent (and hold harmless each Agentany sub-Related Personagent thereof), each Lender, each L/C Issuer Administrator and their respective Affiliateseach Fronting Bank, and their respective officers, directors, employees, partners, agents, advisors and other representatives each Related Party of each any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilities (including Environmental Liabilities)losses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses (including the reasonable fees, claims, demands, actions, judgments, suits, costs, expenses charges and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken a law firm as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken in connection with any event or circumstance giving rise to claims hereunder except that if, in the reasonable opinion of an Indemnitee, representation of all Indemnitees by one firm as a whole in each relevant jurisdiction that is material counsel would be inappropriate due to the interests existence of the Lenders, and solely in the case of a an actual or potential conflict of interest, one the Borrowers shall reimburse the reasonable fees and charges of no more than the number of additional law firms as counsel in for the various Indemnitees as is necessary to avoid any such actual or potential conflict of interest), and shall indemnify and hold harmless each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a whole) Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any kind or nature whatsoever which may at any time be imposed onIndemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Parent Borrower or any of its Subsidiaries) other than such Indemnitee in any way and its Related Parties arising out of or of, in connection with with, or as a result of (ai) the executionexecution or delivery of this Agreement, delivery, enforcement, performance or administration of any Loan other Credit Document or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby or thereby, the transactions contemplated thereby performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (band any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Credit Documents (including in respect of any matters addressed in Section 3.01), (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer the Applicable Issuing Party to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Parent Borrower or any of its Subsidiaries, or (civ) 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 theory, whether brought by a third party or by the Parent Borrower or any investigation ofof its Subsidiaries, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoingthereto, collectivelyIN ALL CASES, the “Indemnified Liabilities”) in all casesWHETHER OR NOT CAUSED BY OR ARISING, whether or not caused by or arisingIN WHOLE OR IN PART, in whole or in partOUT OF THE COMPARATIVE, out of the negligence of the IndemniteeCONTRIBUTORY OR SOLE NEGLIGENCE OF ANY INDEMNITEE; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted from (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or of (y) result from a claim brought by the Parent Borrower or any of its Affiliates Subsidiaries against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or their respective directorsunder any other Credit Document, officers, employees, partners, agents, advisors if the Parent Borrower or other representatives, such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the 117 avoidance of doubt, this Section 10.05 10.04(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements etc. arising from any non-Tax claimsclaim.

Indemnification by the Borrowers. The Borrowers shall jointly shall, within 30 days following written demand therefor, indemnify the Administrative Agent (and severally indemnify and hold harmless each Agentany sub-Related Personagent thereof), each Lender, Lender and each L/C Issuer and their respective AffiliatesIssuer, and their respective officers, directors, employees, partners, agents, advisors and other representatives each Related Party of each any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilities (including Environmental Liabilities)losses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, claimsincluding, demandsbut not limited to, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of counsel to for all such Indemnitees taken as a whole (and, if reasonably necessary, one firm of local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lendersjurisdiction) (and, and solely in the case of a an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Partnership of such conflict, of one additional firm of counsel (and local counsel) in each relevant material jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever which may at any time be imposed onIndemnitees), incurred by any Indemnitee, or asserted against any Indemnitee by any Person (including either Borrower or any other Loan Party) other than such Indemnitee in any way Indemnitees and Related Parties arising out of or of, in connection with with, or as a result of (ai) the executionexecution or delivery of this Agreement, delivery, enforcement, performance or administration of any other Loan Document or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby or thereby, the transactions contemplated thereby performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (band any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) any actual or threatened presence or release of Hazardous Materials at, on, under or emanating from any property owned or operated by either Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to either Borrower or any of its Subsidiaries, or (civ) 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 theory, whether brought by a third party or by either Borrower or any investigation ofother Loan Party or any of such Borrower’s or such Loan Party’s directors, preparation forshareholders or creditors, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoingthereto, collectivelyIN ALL CASES, the “Indemnified Liabilities”) in all casesWHETHER OR NOT CAUSED BY OR ARISING, whether or not caused by or arisingIN WHOLE OR IN PART, in whole or in partOUT OF THE COMPARATIVE, out of the negligence of the IndemniteeCONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted from (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdictionIndemnitee, (y) result from a material claim brought by either Borrower or any other Loan Party against an Indemnitee for breach in bad faith of any such Indemnitee’s obligations hereunder or under any other Loan Document by Document, if such Indemnitee Borrower or of any of such Loan Party has obtained a final and nonappealable judgment in its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, favor on such claim as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any dispute solely disputes among Indemnitees or any Related Party (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an the Administrative Agent, a Lead Arranger the Arrangers, the Swing Line Lender or any similar role under the Loan Documents L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of Holdings, the Borrowers a Borrower or any its Affiliates (as determined by a court of their respective Affiliatescompetent jurisdiction in a final and non-appealable judgment). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the The foregoing indemnity in this Section 10.05 applies, such indemnity shall be effective whether or will not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights apply 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except other than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, liabilities or related expenses and disbursements arising from any non-Tax claimsclaim.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lead Arranger, the Co-Manager, each Lender, each L/C Issuer and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities), obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a wholeIndemnitees) 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 arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or (c) 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, L/C Issuer or as a Lead Arranger or under any similar role under the Loan Documents Facility and other than any claims arising out of any act or omission of Holdings, the Borrowers Borrowers, the Investors or any of their respective its Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required and for any out-of-pocket expenses in each case subject to be indemnified pursuant to the indemnification provisions of this Section 10.05); it being agreed that this sentence shall not limit the indemnification obligations of Holdings, the Borrowers or any Subsidiary. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer and their respective Affiliates, and their respective directors, officers, directors, employees, partnerscounsel, agents, attorneys-in-fact, trustees and advisors and other representatives of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)liabilities, obligations, actual losses, actual damages, penalties, claims, demands, actions, judgments, suits, reasonable costs, reasonable expenses and reasonable disbursements (including Attorney Costs but (which shall be limited to one (1) counsel to the Administrative Agent and the Lenders (exclusive of one local counsel to the Administrative Agent and the Lenders in each appropriate jurisdiction), unless (x) 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 legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a wholeclause (a) below)) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Revolving Credit Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit 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 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 is a party thereto (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 all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) have been determined in the final judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such any Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors officers or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) employees or a material breach of the Loan Documents by any obligations under any Loan Document by such Indemnitee or (y) arise from claims of any of its Affiliates 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 directors, officers, employees, partners, advisors Subsidiaries or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers Affiliates or any of their respective Affiliates)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 Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Indemnitee or any Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders 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 are is consummated. All amounts due under this Section 10.05 shall be paid promptly (but in any event within thirty (30) days days) after written demand therefor (together with backup documentation supporting such reimbursement request)therefor; provided, however, that such Indemnitee shall promptly refund the such amount of any payment 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally severally, indemnify and hold harmless each Agent, Agent-Related Person, each Lender, each L/C Issuer Arranger and Bookrunner and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a wholeIndemnitees) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit, or (c) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated by the Loan Parties or any Subsidiary, or any Environmental Liability of the Loan Parties or any Subsidiary, 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) (a “Proceeding”) and regardless of whether any Indemnitee is a party thereto (all or whether or not such Proceeding is brought by the foregoingParent Borrower or any other person and, collectively, the “Indemnified Liabilities”) in all caseseach case, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding Indemnitee (all of the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger administrative agent or arranger or any similar role under the Loan Documents any Facility and other than any claims arising out of any act or omission of Holdings, the Borrowers Parent Borrower, the Sponsor or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party and for any out-of-pocket expenses); it being agreed that are otherwise required to be indemnified pursuant to this Section 10.05)sentence shall not limit the indemnification obligations of Holdings or any Subsidiary. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the such amount of any payment to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under this Section 10.05 or Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph are subject to the provisions of Section 2.12(e).

Indemnification by the Borrowers. The Borrowers shall jointly indemnify the Administrative Agent, each Issuing Lender and severally indemnify and hold harmless each Agent-Related Person, each Lender, and each L/C Issuer and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives Related Party of each any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from and against against, and hold each Indemnitee harmless from, any and all liabilities (including Environmental Liabilities), obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, Liabilities and related costs, expenses and disbursements (disbursements, including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one any counsel (limited to a single outside counsel to all Indemnitees such Indemnitees, taken as a whole and, if reasonably necessarywhole, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders(which may include a single special counsel acting in multiple jurisdictions) and, and solely in the case event of a an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction that is material (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) of for any kind or nature whatsoever which may at any time be imposed onIndemnitee, incurred by or asserted against any such Indemnitee in or to which any way Indemnitee may become subject, arising out of or of, in connection with with, or as a result of (ai) the execution, delivery, enforcement, performance execution or administration delivery of any Loan Document this Agreement or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby, the transactions contemplated thereby performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (bii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings, any Borrower or any of their Subsidiaries, or any Environmental Claim related in any way to Holdings, any Borrower or any of their Subsidiaries, (iv) any act or omission of the Administrative Agent in connection with the administration of this Agreement or any agreement or instrument contemplated hereby, or (cv) 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 is a party thereto (all the foregoingor whether brought by Holdings, collectivelyany Borrower, the “Indemnified Liabilities”) in all cases, whether any of their Affiliates or not caused by equity holders or arising, in whole or in part, out of the negligence of the Indemniteeany other party; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, Liabilities or related expenses or disbursements resulted from (x) the gross negligence, willful misconduct or bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, Related Parties as determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction by final and nonappealable judgment, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment Related Parties of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role obligations under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out determined by a court of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid competent jurisdiction by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto final and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsnonappealable judgment.

Indemnification by the Borrowers. The Borrowers shall Borrowers, jointly and severally severally, shall indemnify and hold harmless Administrative Agent, each Agent-Related PersonIssuing Lender, each Lender, each L/C Issuer and Rabobank or any other Person identified on the cover page of this Agreement in their respective Affiliatesseparate capacities as “Joint Lead Arranger” and “Joint Bookrunner” hereunder with respect to the syndication of the Loans, and their respective officers, directors, employees, partners, agents, advisors and other representatives each Related Party of each any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against to hold each Indemnitee harmless from, any and all liabilities (including Environmental Liabilities)losses, obligations, lossesclaims, damages, penaltiesliabilities, claims, demands, actions, judgments, suits, costs, and related expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented fees, out-of-pocket fees, charges and disbursements and other charges of one primary outside counsel to for all Indemnitees Indemnitees, taken as a whole, and if necessary or appropriate, any special counsel and one local counsel in each relevant jurisdiction for all Indemnitees, taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, (and solely in the case of a an actual or perceived conflict of interest, one additional firm of counsel in each relevant jurisdiction that is material to each group of similarly situated for such affected Indemnitees taken as a wholeIndemnitees)) 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 arising out of or of, in connection with with, or as a result of (ai) the execution, delivery, enforcement, performance execution or administration delivery of any Loan Document this Agreement or any other agreementLoan Document, letter the performance by the parties hereto of their respective obligations hereunder or instrument delivered in connection with the transactions contemplated thereby thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (bii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) any payments that Administrative Agent is required to make under any indemnity issued to any bank holding any Obligor’s deposit, commodity or security accounts, (iv) any actual or alleged presence or release of Hazardous Materials on or from any of the Mortgaged Properties or any other property owned or operated by any Company, or any Environmental Liability related in any way to any Company or any of the Mortgaged Properties, or (cv) 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemniteethereto; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities, claims, demands, actions, judgments, suits, costs, or related expenses or disbursements are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted solely from (x) the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdictionIndemnitee, (y) a material breach of any the obligations under any Loan Document by of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction hereunder or (z) any dispute claim, litigation, investigation or proceeding brought by such Indemnitee solely among against one or more other Indemnitees (other than any claims claim, litigation, investigation or proceeding that is brought by or against an Indemnitee Administrative Agent, any Issuing Lender, Swingline Lender or any arranger or similar role, acting in its capacity or in fulfilling its role as an Administrative Agent, a Lead Arranger Issuing Lender, Swingline Lender or any arranger or similar role under the Loan Documents and other than any claims arising out of role) that does not involve any act or omission of Holdings, the Borrowers any Obligors or any of their respective Subsidiaries or Affiliates). No Indemnitee This Section 10.3(b) shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights apply with respect to such payment pursuant to the express terms of this Taxes (which shall be governed by Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the 2.16) other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities, claims, demands, actions, prepayments, suits, costs, or related expenses and disbursements arising from any non-Tax claimsclaim.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Lender and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities), obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees Indemnitees, taken as a whole) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or (c) 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger agent or arranger or any similar role or as a letter of credit issuer or swing line bank under the Loan Documents any Facility and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Borrower or any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party and for any out-of-pocket expenses); it being agreed that are otherwise required to be indemnified pursuant to this Section 10.05)sentence shall not limit the indemnification obligations of Holdings, the Borrowers or any Subsidiary. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Indemnification by the Borrowers. The Borrowers shall jointly indemnify the Administrative Agent (and severally indemnify and hold harmless each any sub-agent thereof), the Arrangers, the Collateral Agent-Related Person, each Lender, Lender and each L/C Issuer and their respective AffiliatesIssuer, and their respective officers, directors, employees, partners, agents, advisors and other representatives each Related Party of each any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilities (including Environmental Liabilities)losses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses (including the reasonable fees, claims, demands, actions, judgments, suits, costs, expenses charges and disbursements (including Attorney Costs of any counsel for any Indemnitee, but limited in to the case of legal reasonable fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees outside law firm for the Administrative Agent, the Collateral Agent and the Lenders taken as a whole whole, and, if reasonably necessarynecessary and appropriate, one local counsel and one regulatory counsel for all Indemnitees the Administrative Agent, the Collateral Agent and the Lenders taken as a whole in each relevant jurisdiction that is material to appropriate jurisdiction, unless (i) the interests of the LendersAdministrative Agent, the Collateral Agent and the Lenders are sufficiently divergent, in which case additional counsel may be appointed, as necessary and appropriate, and solely in (y) if the case interests of a conflict any Lender or group of interestLenders are distinctly or disproportionately affected, one additional counsel in for each relevant jurisdiction that is material to each such Lender or group of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever which may at any time be imposed onLenders), incurred by any Indemnitee or asserted against any such Indemnitee in by any way third party or by any Borrower or any other Credit Party arising out of or of, in connection with with, or as a result of (ai) the executionexecution or delivery of this Credit Agreement, delivery, enforcement, performance or administration of any Loan other Credit Document or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby or thereby, the transactions contemplated thereby performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (band any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Credit Documents, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (civ) 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 theory, whether brought by a third party or by any investigation ofBorrower or any other Credit Party, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemniteethereto; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as are determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of, or material breach of a Credit Document by, such Indemnitee or (zy) any dispute arise from disputes solely among Indemnitees Indemnitees, and in such event solely to the extent that the underlying dispute does not (other than 1) arise as a result of an action, inaction or representation of, or information provided by or on behalf of the Consolidated Group or (2) relate to any claims against an such action by such Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsArrangers.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Issuer, each Lead Arranger and their respective Affiliates, and their respective the directors, officers, directors, employees, partnerscounsel, agents, advisors advisors, and other representatives and the successors and permitted assigns of each of the foregoing (collectively without duplication)(collectively, the “Indemnitees”) from and against any and all liabilities losses, liabilities, damages and claims (including Environmental Liabilitiescollectively, the “Losses”), obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented or invoiced out-of-pocket fees, disbursements fees and other charges expenses (including reasonable Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local primary firm of counsel for all Indemnitees taken as and, if necessary, of a whole single firm of local counsel in each relevant appropriate jurisdiction that is material (which to the interests of the Lendersextent necessary, and solely may include a single special counsel acting for multiple jurisdictions) for all Indemnitees (and, in the case of a an actual or reasonably perceived conflict of interest, where the Indemnitee affected by such conflict notifies the Parent Borrower of the existence of such conflict, one additional firm of counsel in each relevant jurisdiction that is material for all such affected Indemnitees)), but no other third-party advisors without the Parent Borrower’s prior consent (not to each group of similarly situated affected Indemnitees taken as a wholebe unreasonably withheld or delayed) of any kind such Indemnitee arising out of, resulting from, or nature whatsoever which may at in connection with, any time be imposed onactual or threatened claim, incurred by litigation, investigation or asserted against proceeding (including any inquiry or investigation) relating to this Agreement, the Transactions or any related transaction contemplated hereby or thereby, the Facilities or any use of the proceeds thereof (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnitee is a party thereto and whether or not such Proceedings are brought by the Borrowers, their Affiliates or creditors or any other third party Person in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), or (c) any actual or prospective 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 threatened 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee); provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, Losses and related expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct or gross negligence of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictiondecision), (y) a material breach of any obligations under any the Loan Document Documents by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, (as determined by a final non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision) or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any dispute solely among Indemnitees act or omission of the Borrowers or any of their Affiliates (other than than, to the extent such disputes do not arise from any claims act or omission of the Borrowers or any of their Affiliates, with respect to a claim against an Indemnitee acting in its capacity or in fulfilling its role as an Agent, a Agent or Lead Arranger or any similar role under the Loan Documents unless such claim arose from the exceptions specified in clauses (x) and other than any claims arising out (y) (as determined by a court of any act or omission of Holdings, the Borrowers or any of their respective Affiliatescompetent jurisdiction in a final and non-appealable decision)). No Indemnitee Indemnitee, nor any other party hereto shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this AgreementAgreement and, norwithout in any way limiting the indemnification obligations set forth above, to the extent permissible under applicable Law, shall any Indemnitee, no Indemnitee or Loan Party or any Subsidiary shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, ); provided that nothing contained in this sentence shall limit the case of any Loan Party, in respect of any Borrowers’ indemnification and reimbursement obligations hereinabove to the extent such damages incurred or paid by are included in any third-party claim in connection with which an Indemnitee is otherwise entitled to a third party that are otherwise required to be indemnified pursuant to this Section 10.05)indemnification or reimbursement hereunder. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, managers, partners, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are is consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with reasonably detailed backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the such amount of any payment to the extent that there is a final judicial decision in a court of competent jurisdiction that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Loan Documents, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penaltiesetc., claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any with respect to a non-Tax claimsclaim. It is agreed that the Loan Parties shall not be liable for any settlement of any Proceeding (or any expenses related thereto) effected without the Borrowers’ written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrowers’ written consent or if there is a judgment by a court of competent jurisdiction in any such Proceeding, the Borrower agree to indemnify and hold harmless each Indemnitee from and against any and all Losses and reasonable and documented or invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 10.05. The Borrowers shall not, without the prior written consent of any Indemnitee (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i), (ii) and (iii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless such settlement (i) includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability or claims that are the subject matter of such Proceeding, (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnitee, and (iii) contains customary confidentiality provisions with respect to the terms of such settlement.

Indemnification by the Borrowers. The Borrowers shall jointly indemnify the Administrative Agent (and severally indemnify and hold harmless each Agentany sub-Related Personagent thereof), each Lender and each Issuing Lender, and each L/C Issuer and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives Related Party of each any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all liabilities losses, claims (including including, without limitation, any Environmental LiabilitiesClaims), obligations, losses, damages, penaltiesliabilities and related expenses (including the fees, claims, demands, actions, judgments, suits, costs, expenses charges and disbursements (including Attorney Costs but limited in the case of legal fees a single United States counsel and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one a single Canadian counsel to for all Indemnitees Indemnities taken as a whole (and, if reasonably necessary, one a single local counsel for all Indemnitees taken as a whole in each material relevant jurisdiction that is material to the interests of the Lendersjurisdiction, and solely in the case of a an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of affected Indemnitees similarly situated affected Indemnitees and taken as a whole) of any kind or nature whatsoever which may at any time be imposed on)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrowers or any other Credit Party), other than such Indemnitee in any way and its Related Parties, arising out of or of, in connection with with, or as a result of (ai) the executionexecution or delivery of this Agreement, delivery, enforcement, performance or administration of any other Loan Document or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby or thereby, the transactions contemplated thereby performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated therebyhereby or thereby (including, without limitation, the Transactions), (bii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by any Credit Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Credit Party or any Subsidiary, (civ) 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 theory, whether brought by a third party or by any investigation ofCredit Party or any Subsidiary thereof, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto thereto, or (all the foregoingv) any claim (including, collectivelywithout limitation, the “Indemnified Liabilities”) in all casesany Environmental Claims), investigation, litigation or other proceeding (whether or not caused the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or arisingreferred to herein or therein or the transactions contemplated hereby or thereby, in whole or in partincluding without limitation, out of the negligence of the Indemnitee; reasonable attorneys and consultant’s fees, provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as are determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity bad faith of, or in fulfilling its role as an Agent, a Lead Arranger or any similar role under material breach of the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 appliesby, such indemnity Indemnitee. This Section 12.3(b) shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights apply 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the Taxes other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements etc. arising from any non-Tax claimsclaim.

Indemnification by the Borrowers. The Borrowers Company shall jointly indemnify the Administrative Agent (and severally indemnify and hold harmless each Agentany sub-Related Personagent thereof), each Lender, each Lender and the L/C Issuer and their respective AffiliatesIssuer, and their respective officers, directors, employees, partners, agents, advisors and other representatives each Related Party of each any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilities (including Environmental Liabilities)losses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses (including the reasonable fees, claims, demands, actions, judgments, suits, costs, expenses charges and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees the Indemnitees, taken as a whole andwhole, and if reasonably necessary, one local domestic or foreign counsel for all Indemnitees in any relevant domestic or foreign jurisdiction, to the Indemnitees, taken as a whole in each relevant jurisdiction that is material whole, unless the representation of one or more Indemnitees by such counsel would be inappropriate due to the interests existence of the Lenders, and solely in the case of a an actual or potential conflict of interest, in which case, upon prior written notice to the Company, the Company shall also be required to reimburse the reasonable fees, charges and disbursements of one additional counsel to such affected Indemnitees in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever which may at any time be imposed onjurisdiction), actually incurred by any Indemnitee or asserted against any such Indemnitee in by any way Person (including any Borrower) arising out of or of, in connection with with, or as a result of (ai) the executionexecution or delivery of this Agreement, delivery, enforcement, performance or administration of any other Loan Document or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby or thereby, the transactions contemplated thereby performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (band any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) any actual or alleged presence or release of Hazardous Materials on 113 or from any property 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 (civ) 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 theory, whether brought by a third party or by the Company or any investigation ofother Borrower, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemniteethereto; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted from (x) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdictionRelated Indemnitees, (y) result from a claim brought by the Company or any other Borrower against an Indemnitee for material breach of any obligations under any Loan Document by such Indemnitee Indemnitee’s (or of any of its Affiliates Related Indemnitee’s) obligations hereunder or their respective directorsunder any other Loan Document, officers, employees, partners, advisors if the Company or such other representatives, Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any arise solely from a dispute solely among the Indemnitees (other than any claims against an Indemnitee except when and to the extent that one of the Indemnitees party to such dispute was acting in its capacity or in fulfilling its role as an Administrative Agent, a Lead Arranger lead arranger, L/C Issuer, Swing Line Lender or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document Document) that does not involve any act or arising out omission of the Company or any of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of Affiliates. The Company shall not be liable for any Loan Party, in respect of any such damages incurred or paid settlement entered into by an Indemnitee without its written consent (such consent shall not be unreasonably withheld, delayed or conditioned), but if settled with the Company’s written consent, or if there is a final and nonappealable judgment by a court of competent jurisdiction in any such claim, litigation, investigation or proceeding, the Company agrees to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In indemnify and hold harmless each Indemnitee in the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto manner and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent set forth above; provided that the Company shall be deemed to have consented to any such settlement unless the Company shall object thereto by written notice to the applicable Indemnitee was within ten Business Days after having received written notice thereof. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not entitled to indemnification rights apply 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the Taxes other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements etc. arising from any non-Tax claimsclaim.

Indemnification by the Borrowers. The In consideration of the execution and delivery of this Agreement by the Agents and the Lenders and the agreement to extend the Commitments and Loans provided hereunder, the Borrowers shall hereby jointly and severally indemnify agree to indemnify, exonerate and hold harmless each Agent-Related Person, each Lender, Lender and each L/C Issuer and their respective Affiliates, and their respective of the officers, directors, employees, partners, agents, advisors Affiliates and other representatives agents of each of the foregoing Agent and each Lender (collectively the “Indemnitees”each a "Lender Party") free and harmless from and against any and all liabilities (including Environmental Liabilities)actions, obligationscauses of action, suits, losses, damagesliabilities, penaltiesdamages and expenses, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees excluding costs and expenses specifically referred to in Section 14.6 (collectively, the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever which may at any time be imposed on"Indemnified Liabilities"), incurred by the Lender Parties or asserted against any such Indemnitee in any way of them as a result of, or arising out of of, or relating to (i) any transaction financed or proposed to be financed in whole or in connection part, directly or indirectly, with the proceeds of any of the Loans, (aii) 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 Law with respect to conditions at any property owned or leased by the Company or any Subsidiary or the operations conducted thereon, (iv) the investigation, cleanup or 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, enforcement, performance or administration enforcement of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or (c) 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder Lender Parties, except that the Borrowers shall not be obligated to indemnify any Lender Party to the extent such Indemnified Liabilities are finally judicially determined to have directly and primarily resulted from such Lender Party's gross negligence or under any of the other Loan Documents are consummatedwillful misconduct. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment If and to the extent that such Indemnitee was not entitled the foregoing undertaking may be unenforceable for any reason, the Borrowers hereby agree to indemnification rights with respect to such payment pursuant make the maximum contribution to the express terms payment and satisfaction of this Section 10.05each of the Indemnified Liabilities which is permissible under applicable law. The agreements All obligations provided for in this Section 10.05 14.13 shall survive the resignation or removal repayment of the Administrative Agent Loans, cancellation of the Notes, expiration or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repaymentLetters of Credit, satisfaction any foreclosure under, or any modification, release or discharge of, any or all of all the other Obligations. For the avoidance Collateral Documents and termination of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsAgreement.

Indemnification by the Borrowers. The Borrowers Borrowers, on a joint and several basis, shall jointly and severally indemnify and hold harmless each Agent, Agent-Related Person, each Lender, each L/C Issuer Lender and Arranger and their respective Affiliatescontrolled Affiliates and controlling Persons, and their respective officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing and their respective successors (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)actual liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented or invoiced out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower Representative of such conflict and thereafter retains its own counsel one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a wholeIndemnitees) and any other counsel obtained with the Borrower Representative’s consent (such consent not to be unreasonably withheld or delayed), joint or several, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit, or (c) any actual or prospective alleged presence or Release of Hazardous Materials at, on, under or from any property or facility currently owned, leased or operated by the Loan Parties or any Subsidiary, or any Environmental Liability (other than any such presence, Release or Environmental Liability resulting solely from acts or omissions by Persons other than the Loan Parties or any of their Subsidiaries after the Administrative Agent sells the respective property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure), or (d) any 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) (a “Proceeding”) and regardless of whether any Indemnitee is a party thereto (all the foregoingor whether or not such Proceeding is brought by a Borrower or any other person and, collectively, the “Indemnified Liabilities”) in all caseseach case, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available (i) to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under this Agreement or any other Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representativescontrolled Affiliates, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger administrative agent or arranger or any similar role under the Loan Documents any Facility and other than any claims arising out of any act or omission of Holdings, the Borrowers Borrowers, the Sponsor or any of their respective AffiliatesAffiliates or (ii) with respect to any settlement entered into by an Indemnitee without the Borrower Representative’s written consent (such consent not to be unreasonably withheld or delayed). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, norin each case, except to the extent permissible any such damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, or a material breach of any obligations under applicable Lawthis Agreement or any other Loan Document by, such Indemnitee or any of its controlled Affiliates, nor shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) ); it being agreed that this sentence shall not limit the indemnification obligations of Holdings or any Subsidiary (other thanincluding, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05and for any out-of-pocket expenses). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders equity holders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. By accepting the benefits hereof, each Indemnitee agrees to refund and return any and all amounts paid by the Borrowers to such Indemnitee to the extent items in clauses (w) through (y) above occur. All amounts due under this Section 10.05 shall be paid within thirty (30) 10 days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the such amount of any payment to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under this Section 10.05 or Section 10.04 to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agent thereof), the L/C Issuers, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agent), the L/C Issuers or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuers or the Swing Line Lender in their capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) any L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph are subject to the provisions of Section 2.12(e).

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Issuer, each Lead Arranger and their respective Affiliates, Affiliates and their and their Affiliates’ respective officerspartners, directors, officers, employees, partnerscounsel, agents, advisors advisors, and other representatives of each of the foregoing (collectively collectively, the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)losses, obligations, lossesliabilities, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented or invoiced out-of-pocket fees, disbursements fees and other charges expenses (including reasonable Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole and, if necessary, one firm of local counsel in each relevant appropriate jurisdiction that is material to the interests of the Lenders(which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, and solely in the case of a an actual or perceived conflict of interest, one additional where the Indemnitee affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnitee)) of any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and whether or not such proceedings are brought by any Borrower, its equity holders, its Affiliates, creditors or any other third person) that is material relates to each group of similarly situated affected Indemnitees taken as a whole) the Transaction, including the financing contemplated hereby, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), or (c) 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, leased or operated by any Borrower, any other Loan Party or any of their respective Subsidiaries, or any Environmental Liability related in any way to any Borrower, any other Loan Party or any of their respective Subsidiaries, 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) ), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or their respective directorscontrolling Persons or any of the partners, officers, directors, employees, partners, agents, advisors or other representativesmembers 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 judgment of a court of competent jurisdictiondecision), (y) a material breach of any obligations under any the Loan Document Documents by such Indemnitee or of any one of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, (as determined by a final non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision) or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any dispute solely among Indemnitees act or omission of the Borrowers or any of their Affiliates (other than any claims with respect to a claim against an Indemnitee acting in its capacity or in fulfilling its role as an Agent, a Agent or Lead Arranger or any similar role under the Loan Documents unless such claim arose from the gross negligence, bad faith or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliatesnon-appealable decision)). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Indemnitee or any Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Acquisition Closing Date) (other than, in ); provided that the case of foregoing shall not limit any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05)’s indemnification obligations hereunder. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, managers, partners, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are is consummated. All amounts due under this Section 10.05 shall be paid within thirty ten (3010) days Business Days after written demand therefor (together with backup documentation supporting such reimbursement request)therefor; provided, however, if the Borrowers have reimbursed any Indemnitee for any legal or other expenses in connection with any Indemnified Liabilities and there is a final non-appealable judgment of a court of competent jurisdiction that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights or contribution with respect to such payment Indemnified Liabilities pursuant to the express terms of this Section 10.05, then the Indemnitee shall promptly refund such expenses paid by the Borrowers to the Indemnitee. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penaltiesetc., claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any with respect to a non-Tax claimsclaim.

Indemnification by the Borrowers. The Borrowers Company shall jointly indemnify the Administrative Agent (and severally indemnify and hold harmless each Agentany sub-Related Personagent thereof), each Lender, each Lender and the L/C Issuer and their respective AffiliatesIssuer, and their respective officers, directors, employees, partners, agents, advisors and other representatives each Related Party of each any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilities (including Environmental Liabilities)losses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses (including the reasonable fees, claims, demands, actions, judgments, suits, costs, expenses charges and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees the Indemnitees, taken as a whole andwhole, and if reasonably necessary, one local domestic or foreign counsel for all Indemnitees in any relevant domestic or foreign jurisdiction, to the Indemnitees, taken as a whole in each relevant jurisdiction that is material whole, unless the representation of one or more Indemnitees by such counsel would be inappropriate due to the interests existence of the Lenders, and solely in the case of a an actual or potential conflict of interest, in which case, upon prior written notice to the Company, the Company shall also be required to reimburse the reasonable fees, charges and disbursements of one additional counsel to such affected Indemnitees in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever which may at any time be imposed onjurisdiction), actually incurred by any Indemnitee or asserted against any such Indemnitee in by any way Person (including any Borrower) arising out of or of, in connection with with, or as a result of (ai) the executionexecution or delivery of this Agreement, delivery, enforcement, performance or administration of any other Loan Document or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby or thereby, the transactions contemplated thereby performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (band any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property 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 (civ) 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 theory, whether brought by a third party or by the Company or any investigation ofother Borrower, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemniteethereto; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted from (x) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdictionRelated Indemnitees, (y) result from a claim brought by the Company or any other Borrower against an Indemnitee for material breach of any obligations under any Loan Document by such Indemnitee Indemnitee’s (or of any of its Affiliates Related Indemnitee’s) obligations hereunder or their respective directorsunder any other Loan Document, officers, employees, partners, advisors if the Company or such other representatives, Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any arise solely from a dispute solely among the Indemnitees (other than any claims against an Indemnitee except when and to the extent that one of the Indemnitees party to such dispute was acting in its capacity or in fulfilling its role as an Administrative Agent, a Lead Arranger lead arranger, L/C Issuer, Swing Line Lender or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document Document) that does not involve any act or arising out omission of the Company or any of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of Affiliates. The Company shall not be liable for any Loan Party, in respect of any such damages incurred or paid settlement entered into by an Indemnitee without its written consent (such consent shall not be unreasonably withheld, delayed or conditioned), but if settled with the Company’s written consent, 104 or if there is a final and nonappealable judgment by a court of competent jurisdiction in any such claim, litigation, investigation or proceeding, the Company agrees to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In indemnify and hold harmless each Indemnitee in the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto manner and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent set forth above; provided that the Company shall be deemed to have consented to any such settlement unless the Company shall object thereto by written notice to the applicable Indemnitee was within ten Business Days after having received written notice thereof. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not entitled to indemnification rights apply 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the Taxes other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements etc. arising from any non-Tax claimsclaim.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Issuer, each Lead Arranger and their respective Affiliates, Affiliates and their and their Affiliates’ respective officerspartners, directors, officers, employees, partnerscounsel, agents, advisors advisors, and other representatives of each of the foregoing (collectively collectively, the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)losses, obligations, lossesliabilities, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented or invoiced out-of-pocket fees, disbursements fees and other charges expenses (including reasonable Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole and, if necessary, one firm of local counsel in each relevant appropriate jurisdiction that is material to the interests of the Lenders(which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, and solely in the case of a an actual or perceived conflict of interest, one additional where the Indemnitee affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnitee)) of any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and whether or not such proceedings are brought by any Borrower, its equity holders, its Affiliates, creditors or any other third person) that is material relates to each group of similarly situated affected Indemnitees taken as a whole) the Transaction, including the financing contemplated hereby, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), or (c) 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, leased or operated by any Borrower, any other Loan Party or any of their respective Subsidiaries, or any Environmental Liability related in any way to any Borrower, any other Loan Party or any of their respective Subsidiaries, 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) ), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or their respective directorscontrolling Persons or any of the partners, officers, directors, employees, partners, agents, advisors or other representativesmembers 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 judgment of a court of competent jurisdictiondecision), (y) a material breach of any obligations under any the Loan Document Documents by such Indemnitee or of any one of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, (as determined by a final non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision) or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any dispute solely among Indemnitees act or omission of the Borrowers or any of their Affiliates (other than any claims with respect to a claim against an Indemnitee acting in its capacity or in fulfilling its role as an Agent, a Agent or Lead Arranger or any similar role under the Loan Documents unless such claim arose from the gross negligence, bad faith or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliatesnon-appealable decision)). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Indemnitee or any Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in ); provided that the case of foregoing shall not limit any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05)’s indemnification obligations hereunder. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, managers, partners, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are is consummated. All amounts due under this Section 10.05 shall be paid within thirty ten (3010) days Business Days after written demand therefor (together with backup documentation supporting such reimbursement request)therefor; provided, however, if the Borrowers have reimbursed any Indemnitee for any legal or other expenses in connection with any Indemnified Liabilities and there is a final non-appealable judgment of a court of competent jurisdiction that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights or contribution with respect to such payment Indemnified Liabilities pursuant to the express terms of this Section 10.05, then the Indemnitee shall promptly refund such expenses paid by the Borrowers to the Indemnitee. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penaltiesetc., claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any with respect to a non-Tax claimsclaim.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Lender and their respective Affiliates, and their respective directors, officers, directors, employees, partnerscounsel, agents, advisors agents and other representatives of each of the foregoing attorneys-in-fact (collectively the “"Indemnitees”") from and against any and all liabilities (including Environmental Liabilities)liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a wholeCosts) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), or related to any Canadian Dollar transactions or (c) 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 is a party thereto (all the foregoing, collectively, the “"Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee"); provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements which (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, (ii) result from claims by a Borrower against such Indemnitee that are successful on the merits as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Loan Party or any Subsidiary Indemnitee have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 11.05 shall be paid payable within thirty (30) days 20 Business Days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05therefor. The agreements in this Section 10.05 11.05 shall survive the resignation or removal of the Administrative Agent, the Canadian Administrative Agent or Collateral Agentthe L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Indemnification by the Borrowers. The Borrowers Each Loan Party shall jointly indemnify the Administrative Agent (and severally indemnify any sub-agent thereof), each other Secured Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmless each Agent-Related PersonIndemnitee from, each Lender, each L/C Issuer and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)losses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, claimsincluding the reasonable fees, demands, actions, judgments, suits, costs, expenses charges and disbursements of any counsel (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one primary counsel to for all Indemnitees Indemnitees, taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees, taken as a whole, and one firm of special regulatory counsel for all Indemnitees, taken as a whole (and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a an actual or potential conflict of interest, where an Indemnitee affected by such conflict informs the Borrower Agent of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if necessary, one additional firm of local counsel in each relevant appropriate jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever (which may at any time be imposed on, include a single special counsel acting in multiple jurisdictions) for such affected Indemnitee and one firm of special regulatory counsel for such affected Indemnitee)) incurred by any Indemnitee or asserted against any such Indemnitee in by any way third party or by the Borrowers or any other Loan Party arising out of or of, in connection with with, or as a result of (ai) the executionexecution or delivery of this Agreement, delivery, enforcement, performance or administration of any other Loan Document or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby or thereby, the transactions contemplated thereby performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated therebyhereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 4.01), (bii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C the Letter of Credit Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Secured Party to, a Controlled Account Bank or other Person which has entered into a control agreement with any Secured Party hereunder or (cv) 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 theory, whether brought by a third party or by the Borrowers or any investigation ofother Loan Party, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemniteethereto; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Indemnification by the Borrowers. The Borrowers Whether or not the transactions contemplated hereby are consummated, each Borrower shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Lender and their respective Affiliates, and their respective directors, officers, directors, employees, partnerscounsel, agents, trustees, investment advisors and other representatives of each of the foregoing attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs Costs, but limited limited, in the case of legal fees and expenses expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one firm of local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lendersjurisdiction, and solely in the case of a an actual or potential conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a wholeIndemnitees) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit 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 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) ), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of, or material breach of Loan Document by, such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents final and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates)non-appealable decision. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this AgreementAgreement (except for damages resulting from the gross negligence, norbad faith or willful misconduct, to the extent permissible under applicable Lawas determined by a court of competent jurisdiction in a final and non-appealable decision, of any such Indemnitee), nor shall any Indemnitee, Indemnitee or any Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are is consummated. All amounts due under this Section 10.05 shall be paid within thirty ten (3010) days Business Days after written demand therefor (together with backup documentation supporting such reimbursement request)therefor; provided, however, that such Indemnitee shall promptly refund the such amount of any payment 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this This Section 10.05 shall not apply to Taxes, except other than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements etc. arising from any non-Tax claimsclaim.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the applicable Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Issuer, each Arranger and their respective Affiliates, and their respective directors, officers, directors, employees, partnerscounsel, agents, advisors advisors, and other representatives and the successors and permitted assigns of each of the foregoing (collectively without duplication)(collectively, the “Indemnitees”) from and against any and all liabilities losses, liabilities, damages and claims (including Environmental Liabilitiescollectively, the “Losses”), obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented or invoiced out-of-pocket fees, disbursements fees and other charges expenses (including reasonable Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local primary firm of counsel for all Indemnitees taken as and, if necessary, of a whole single firm of local counsel in each relevant appropriate jurisdiction that is material (which to the interests of the Lendersextent necessary, and solely may include a single special counsel acting for multiple jurisdictions) for all Indemnitees (and, in the case of a conflict of interest, where the Indemnitee affected by such conflict notifies the Borrower Representative of the existence of such conflict, by one additional firm of counsel in each relevant jurisdiction that is material for all such affected Indemnitees)), but no other third-party advisors without your prior consent (not to each group of similarly situated affected Indemnitees taken as a wholebe unreasonably withheld or delayed) of any kind such Indemnitee arising out of, resulting from, or nature whatsoever which may at in connection with, any time be imposed onactual or threatened claim, incurred by litigation, investigation or asserted against proceeding (including any inquiry or investigation) relating to this Agreement, the Transactions or any related transaction contemplated hereby or thereby, the Facilities or any use of the proceeds thereof (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnitee is a party thereto and whether or not such Proceedings are brought by the Borrowers, their Affiliates or creditors or any other third party Person in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), or (c) any actual or prospective 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 threatened 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee); provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, Losses and related expenses or disbursements resulted from (x) the gross negligencewillful misconduct, bad faith or willful misconduct gross negligence of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, Related Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictiondecision), (y) a material breach of any obligations under any the Loan Document Documents by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, Related Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision) or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any dispute solely among Indemnitees act or omission of the Borrowers or any of its Affiliates (other than any claims with respect to a claim against an Indemnitee acting in its capacity or in fulfilling its role as an Agent, a Lead Agent or Arranger or any similar role under the Loan Documents unless such claim arose from the exceptions specified in clauses (x) and other than any claims arising out (y) (as determined by a court of any act or omission of Holdings, the Borrowers or any of their respective Affiliatescompetent jurisdiction in a final and non-appealable decision)). No Indemnitee Indemnitee, nor any other party hereto shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this AgreementAgreement and, norwithout in any way limiting the indemnification obligations set forth above, to the extent permissible under applicable Law, shall any Indemnitee, no Indemnitee or Loan Party or any Subsidiary shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (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 that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, managers, partners, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are is consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with reasonably detailed backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the such amount of any payment to the extent that there is a final judicial decision in a court of competent jurisdiction that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Loan Documents, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penaltiesetc., claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any with respect to a non-Tax claimsclaim. It is agreed that the Loan Parties shall not be liable for any settlement of any Proceeding (or any expenses related thereto) effected without the Borrower Representative’s written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower Representative’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction in any such Proceeding, the Loan Parties agree to indemnify and hold harmless each Indemnitee from and against any and all Losses and reasonable and documented or invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 10.05. No Borrower shall, without the prior written consent of the applicable Indemnitee (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i), (ii) and (iii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless such settlement (i) includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability or claims that are the subject matter of such Proceeding, (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnitee, and (iii) contains customary confidentiality provisions with respect to the terms of such settlement.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer and their respective Affiliates, and their respective directors, officers, directors, employees, partners, equity holders, members, controlling persons, counsel, agents, advisors trustees, advisors, and other representatives and the successors and assigns of each of the foregoing (collectively collectively, the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)losses, obligations, lossesliabilities, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements fees and other charges expenses (including reasonable Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole and, if necessary, one firm of local counsel in each relevant appropriate jurisdiction that is material to the interests of the Lenders(which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, and solely in the case of a an 195 actual or perceived conflict of interest, one additional where the Indemnitee affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnitee)) of any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and whether or not such proceedings are brought by any Borrower, its equity holders, its Affiliates, creditors or any other third person) that is material relates to each group of similarly situated affected Indemnitees taken as a wholethe Transactions, including the financing contemplated hereby) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the negotiation, execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (c) 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 Holdings, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to Holdings, any Subsidiary or any other Loan Party, or (cd) 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) ), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoingprovided, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Controlled Affiliates or their respective any of the officers, directors, officers, employees, partners, agents, advisors or other representativesmembers of any of the foregoing, in each case who are involved in or aware of the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictionjudgment), (y) a material breach of any obligations under any the Loan Document Documents by such Indemnitee or of any one of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, (as determined by a final non-appealable judgment of a court of competent jurisdiction in a final and non-appealable judgment) or (z) any dispute disputes solely between and among such Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under to the Loan Documents and other than any claims arising out of extent such disputes do not arise from any act or omission of Holdings, the Borrowers any Borrower or any of their respective AffiliatesAffiliates (other than with respect to a claim against an Indemnitee acting in its capacity as an Agent or similar role under the Loan Documents unless such claim arose from the gross negligence, bad faith or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment)). No Without in any way limiting the indemnification obligations of the Loan Parties under this Section 10.05, no Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Indemnitee or any Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other thanthan any punitive, in the case indirect or consequential damages that otherwise represent Indemnified Liabilities of any Loan Party, in respect of any such damages incurred or paid Party arising from a claim by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05)unaffiliated with any Indemnitee. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, managers, partners, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are is consummated. All amounts due under this Section 10.05 shall be paid within promptly, and in no event later than thirty (30) days calendar days, after written demand therefor (together with backup documentation supporting such reimbursement request)therefor; provided, however, that such Indemnitee shall promptly refund the such amount of any payment 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Loan Documents and the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except other than any Taxes that represent losses, liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements etc. arising from any non-Tax claimsclaim.

Indemnification by the Borrowers. The Borrowers Whether or not the Transactions contemplated hereby are consummated, each Borrower shall jointly and severally indemnify indemnify, defend and hold harmless each Agent-Related Personthe Administrative Agent (and any sub‑agent thereof), each the Swing Lender, each L/C Issuer Issuer, each Lender and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives each Related Party of each any of the foregoing Persons (collectively the “"Indemnitees”") from and against any and all liabilities (including Environmental Liabilities)claims, obligationsdamages, losses, damagesliabilities, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the related reasonable and documented and invoiced out-of-pocket fees, disbursements and other charges expenses (including Attorney Costs of one a single firm of counsel to the Indemnitees, taken as a whole, one local counsel to the Indemnitees, taken as a whole, in each reasonably necessary jurisdiction and one specialty counsel in each reasonably necessary specialty area for all Indemnitees such Indemnitees, taken as a whole (and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a an actual conflict of interestinterest where the Indemnitee retains its own counsel, one additional of another firm of counsel in for each relevant jurisdiction such affected Indemnitee), that is material to each group of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnitee Indemnitee, in any way relating to or arising out of or in connection with (ai) the execution, delivery, enforcement, performance or administration (including any restructuring or work-out related thereto) of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby (including the Fee Letter) or the consummation of the transactions contemplated thereby, (bii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) 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 (civ) 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 is a party thereto (all the foregoing, collectively, the “"Indemnified Liabilities”) in all cases"), whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available except to the extent that such liabilitiesclaim, obligationsdamage, lossesloss, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses liability or disbursements related reasonable and documented or invoiced out-of-pocket expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdictionRelated Indemnified Parties, (y) a material breach of any obligations under any Loan Document by such Indemnitee Indemnitee's or of any of its Affiliates Related Indemnified Party's obligations under this Agreement or their respective directors, officers, employees, partners, advisors or any other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction Loan Document or (z) any dispute disputes solely among the Indemnitees (other than any claims against an Indemnitee in its capacity not arising from or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of connection with any act or omission of Holdings, by the Borrowers or any of their respective AffiliatesAffiliates (other than a dispute against the Administrative Agent, any Arrangers or any bookrunners in their capacity as such). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems the Platform in connection with this AgreementAgreement except as provided in Section 10.02(d), nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Loan Party or any Subsidiary Indemnitee have any liability for any indirect, special, punitive, indirect punitive or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 10.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders 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 are is consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Lead Arranger, the Amendment No. 2 Lead Arrangers, the Syndication Agent, each Documentation Agent and their respective Affiliates, and their respective directors, officers, directors, employees, partnerscounsel, agents, advisors advisors, and other representatives of each of the foregoing (collectively collectively, the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)losses, obligations, lossesliabilities, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented or invoiced out-of-pocket fees, disbursements fees and other charges expenses (including reasonable Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole and, if necessary, one firm of local counsel in each relevant appropriate jurisdiction that is material to the interests of the Lenders(which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, and solely in the case of a an actual or perceived conflict of interest, one additional where the Indemnitee affected by such conflict informs the Parent Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnitee)) of any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and whether or not such proceedings are brought by the Parent Borrower, its equity holders, its Affiliates, creditors or any other third person) that is material relates to each group of similarly situated affected Indemnitees taken as a whole) the Transaction, including the financing contemplated hereby, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), or (c) 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 Parent Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Parent 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) ), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or their respective controlling Persons or any of the officers, directors, officers, employees, partners, agents, advisors or other representativesmembers 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 judgment of a court of competent jurisdictiondecision), (y) a material breach of any obligations under any the Loan Document Documents by such Indemnitee or one of its Affiliates or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any act or omission of the Parent Borrower or any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims with respect to a claim against an Indemnitee acting in its capacity or in fulfilling its role as an Agent, a Lead Arranger, Amendment No. 2 Lead Arranger or any similar role under the Loan Documents and other than any claims arising out unless such claim arose from the gross negligence, bad faith or willful misconduct of any act or omission of Holdings, the Borrowers or any of their respective Affiliatessuch Indemnitee). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Indemnitee or any Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, managers, partners, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are is consummated. All amounts due under this Section 10.05 shall be paid within thirty ten (3010) days Business Days after written demand therefor (together with backup documentation supporting such reimbursement request)therefor; provided, however, that such Indemnitee shall promptly refund the such amount of any payment 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penaltiesetc., claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any with respect to a non-Tax claimsclaim.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Lead Arranger, the Amendment No. 2 Lead Arrangers, each Syndication Agent, each Documentation Agent and their respective Affiliates, and their respective directors, officers, directors, employees, partnerscounsel, agents, advisors advisors, and other representatives of each of the foregoing (collectively collectively, the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)losses, obligations, lossesliabilities, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented or invoiced out-of-pocket fees, disbursements fees and other charges expenses (including reasonable Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole and, if necessary, one firm of local counsel in each relevant appropriate jurisdiction that is material to the interests of the Lenders(which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, and solely in the case of a an actual or perceived conflict of interest, one additional where the Indemnitee affected by such conflict informs the Parent Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnitee)) of any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and whether or not such proceedings are brought by the Parent Borrower, its equity holders, its Affiliates, creditors or any other third person) that is material relates to each group of similarly situated affected Indemnitees taken as a whole) the Transaction, including the financing contemplated hereby, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), or (c) 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 Parent Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Parent 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) ), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or their respective controlling Persons or any of the officers, directors, officers, employees, partners, agents, advisors or other representativesmembers 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 judgment of a court of competent jurisdictiondecision), (y) a material breach of any obligations under any the Loan Document Documents by such Indemnitee or one of its Affiliates or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any act or omission of the Parent Borrower or any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims with respect to a claim against an Indemnitee acting in its capacity or in fulfilling its role as an Agent, a Lead Arranger, Amendment No. 2 Lead Arranger or any similar role under the Loan Documents and other than any claims arising out unless such claim arose from the gross negligence, bad faith or willful misconduct of any act or omission of Holdings, the Borrowers or any of their respective Affiliatessuch Indemnitee). No Indemnitee shall be liable for any damages 176 arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Indemnitee or any Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, managers, partners, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are is consummated. All amounts due under this Section 10.05 shall be paid within thirty ten (3010) days Business Days after written demand therefor (together with backup documentation supporting such reimbursement request)therefor; provided, however, that such Indemnitee shall promptly refund the such amount of any payment 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penaltiesetc., claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any with respect to a non-Tax claimsclaim.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Lead Arranger, each Documentation Agent and each Co-Manager and each of their respective Affiliates, and their respective directors, officers, directors, employees, partnerscounsel, agents, advisors advisors, and other representatives of each of the foregoing (collectively collectively, the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)losses, obligations, lossesliabilities, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented or invoiced out-of-pocket fees, disbursements fees and other charges expenses (including reasonable Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole and, if necessary, one firm of local counsel in each relevant appropriate jurisdiction that is material to the interests of the Lenders(which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, and solely in the case of a an actual or perceived conflict of interest, one additional where the Indemnitee affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnitee)) of any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and whether or not such proceedings are brought by any Company, its equity holders, its Affiliates, creditors or any other third person) that is material relates to each group of similarly situated affected Indemnitees taken as a whole) the Transaction, including the financing contemplated hereby, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), or (c) any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, in, under or from any property currently or formerly owned, leased or operated by any Loan Party or any of its respective Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its respective Subsidiaries, 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 (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) ), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or their respective controlling Persons or any of the officers, directors, officers, employees, partners, agents, advisors or other representativesmembers 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 judgment of a court of competent jurisdictiondecision), (y) a material breach of any obligations under any the Loan Document Documents by such Indemnitee or of any one of its controlled Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, (as determined by a final non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision) or (z) any dispute disputes solely between and among such Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under to the Loan Documents and other than any claims arising out of extent such disputes do not arise from any act or omission of Holdingsany Company or -159- 723481589 expressly contemplated hereby, the Borrowers Indemnities) any legal or any equitable right, remedy or claim under or by reason of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Indemnification by the Borrowers. The In consideration of the execution and delivery of this Agreement by the Agents and the Lenders and the agreement to extend the Commitments provided hereunder, the Borrowers shall jointly and severally indemnify hereby agrees to indemnify, exonerate and hold harmless each Agent-Related Person, each Lender, Lender and each L/C Issuer and their respective Affiliates, and their respective of the officers, directors, employees, partners, agents, advisors Affiliates and other representatives agents of each of the foregoing Agent and each Lender (collectively the each a “IndemniteesLender Party”) free and harmless from and against any and all liabilities (including Environmental Liabilities)actions, obligationscauses of action, suits, losses, damagesliabilities, penaltiesdamages and expenses, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a whole) 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 arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or (c) 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to (i) in all casesany tender offer, whether merger, purchase of stock, purchase of assets (including any other similar transaction financed or not caused by or arising, proposed to be financed in whole or in part, out of directly or indirectly, with the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or proceeds of any of its Affiliates the 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 conditions at any property owned or leased by the Company or any Subsidiary or the operations conducted thereon, (iv) the investigation, cleanup or remediation of offsite locations at which the Company or any Subsidiary or their respective directors, officers, employees, partners, agents, advisors predecessors are alleged to have directly or other representatives, as determined by a final non-appealable judgment indirectly disposed of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction hazardous substances or (zv) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity the execution, delivery, performance or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out enforcement of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under Lender Parties, except for any such Indemnified Liabilities arising on account of the other Loan Documents are consummatedapplicable Lender Party’s gross negligence or willful misconduct. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment If and to the extent that such Indemnitee was not entitled the foregoing undertaking may be unenforceable for any reason, each Borrower hereby agrees to indemnification rights with respect to such payment pursuant make the maximum contribution to the express terms payment and satisfaction of this Section 10.05each of the Indemnified Liabilities which is permissible under applicable law. The agreements All obligations provided for in this Section 10.05 14.13 shall survive the resignation or removal repayment of the Administrative Agent Loans, cancellation of the Notes, expiration or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments Letters of Credit, and the repayment, satisfaction or discharge termination of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsAgreement.

Indemnification by the Borrowers. The Borrowers Whether or not the transactions contemplated hereby are consummated, each Borrower shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Lender and their respective Affiliates, and their respective directors, officers, directors, employees, partnerscounsel, agents, trustees, investment advisors and other representatives of each of the foregoing attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs Costs, but limited limited, in the case of legal fees and expenses expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one firm of local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lendersjurisdiction, and solely in the case of a an actual or potential conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a wholeIndemnitees) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit 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 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) ), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of, or material breach of Loan Document by, such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents final and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates)non-appealable decision. No Indemnitee Agent-Related Person shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this AgreementAgreement (except for damages resulting from the gross negligence, norbad faith or willful misconduct, to the extent permissible under applicable Lawas determined by a court of competent jurisdiction in a final and non-appealable decision, of any such Agent-Related Person), nor shall any Indemnitee, Agent-Related Person or any Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee Agent-Related Person to a third party that are otherwise required to be indemnified pursuant to this Section 10.05party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are is consummated. All amounts due under this Section 10.05 shall be paid within thirty ten (3010) days Business Days after written demand therefor (together with backup documentation supporting such reimbursement request)therefor; provided, however, that such Indemnitee shall promptly refund the such amount of any payment 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this This Section 10.05 shall not apply to Taxes, except other than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements etc. arising from any non-Tax claimsclaim.

Indemnification by the Borrowers. The Borrowers Whether or not the Transactions contemplated hereby are consummated, each Borrower shall jointly and severally indemnify indemnify, defend and hold harmless each Agentthe Administrative Agent (and any sub-Related Personagent thereof), each the Swing Lender, each L/C Issuer Issuer, each Lender and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives each Related Party of each any of the foregoing Persons (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)claims, obligationsdamages, losses, damagesliabilities, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the related reasonable and documented and invoiced out-of-pocket fees, disbursements and other charges expenses (including Attorney Costs of one a single firm of counsel to the Indemnitees, taken as a whole, one local counsel to the Indemnitees, taken as a whole, in each reasonably necessary jurisdiction and one specialty counsel in each reasonably necessary specialty area for all Indemnitees such Indemnitees, taken as a whole (and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a an actual conflict of interestinterest where the Indemnitee retains its own counsel, one additional of another firm of counsel in for each relevant jurisdiction such affected Indemnitee), that is material to each group of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnitee 158 Indemnitee, in any way relating to or arising out of or in connection with (ai) the execution, delivery, enforcement, performance or administration (including any restructuring or work-out related thereto) of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby (including the Fee Letter) or the consummation of the transactions contemplated thereby, (bii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) 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 (civ) 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases), whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available except to the extent that such liabilitiesclaim, obligationsdamage, lossesloss, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses liability or disbursements related reasonable and documented or invoiced out-of-pocket expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdictionRelated Indemnified Parties, (y) a material breach of any obligations under any Loan Document by such Indemnitee Indemnitee’s or of any of its Affiliates Related Indemnified Party’s obligations under this Agreement or their respective directors, officers, employees, partners, advisors or any other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction Loan Document or (z) any dispute disputes solely among the Indemnitees (other than any claims against an Indemnitee in its capacity not arising from or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of connection with any act or omission of Holdings, by the Borrowers or any of their respective AffiliatesAffiliates (other than a dispute against the Administrative Agent, any Arrangers or any bookrunners in its capacity as such). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems the Platform in connection with this AgreementAgreement except as provided in Section 10.02(d), nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Loan Party or any Subsidiary Indemnitee have any liability for any indirect, special, punitive, indirect punitive or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 10.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders 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 are is consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Indemnification by the Borrowers. The Borrowers Whether or not the transactions contemplated hereby are consummated, each Borrower shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Lender and their respective Affiliates, and their respective directors, officers, directors, employees, partnerscounsel, agents, trustees, investment advisors and other representatives of each of the foregoing attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs Costs, but limited limited, in the case of legal fees and expenses expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one firm of local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lendersjurisdiction, and solely in the case of a an actual or potential conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a wholeIndemnitees) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit 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 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) ), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of, or material breach of Loan Document by, such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents final and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates)non-appealable decision. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this AgreementAgreement (except for damages resulting from the gross negligence, norbad faith or willful misconduct, to the extent permissible under applicable Lawas determined by a court of competent jurisdiction in a final and non-appealable decision, of any such Indemnitee), nor shall any Indemnitee, Indemnitee or any Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are is consummated. All amounts due under this Section 10.05 shall be paid within thirty ten (3010) days Business Days after written demand therefor (together with backup documentation supporting such reimbursement request)therefor; provided, however, that such Indemnitee shall promptly refund the such amount of any payment 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate 95159948_7 Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this This Section 10.05 shall not apply to Taxes, except other than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements etc. arising from any non-Tax claimsclaim.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and hold harmless each Agentany sub-Related Personagent thereof), each Lender and each Issuing Lender, and each L/C Issuer and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives Related Party of each any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all liabilities losses, claims (including including, without limitation, any Environmental LiabilitiesClaims), obligations, lossespenalties, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities and related expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, charges and disbursements of counsel, which shall be limited to one U.S. counsel and other charges of one Canadian counsel (in addition to all Indemnitees taken as a whole and, if reasonably necessary, up to one local counsel in each applicable local jurisdiction) for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lendersand, and solely in the case of a an actual or perceived conflict of interest, one additional counsel in each relevant applicable jurisdiction that is material to each group the affected Indemnitee who have informed you of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever which may at any time be imposed onsuch conflict and thereafter retains such additional counsel), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrowers or any other Credit Party), other than such Indemnitee in any way and its Related Parties, arising out of or of, in connection with with, or as a result of (ai) the executionexecution or delivery of this Agreement, delivery, enforcement, performance or administration of any other Loan Document or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby or thereby, the transactions contemplated thereby performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated therebyhereby or thereby (including, without limitation, the Transactions), (bii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Credit Party or any Subsidiary, (civ) 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 theory, whether brought by a third party or by any investigation ofCredit Party or any Subsidiary thereof, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto thereto, or (all the foregoingv) any claim (including, collectivelywithout limitation, the “Indemnified Liabilities”) in all casesany Environmental Claims), investigation, litigation or other proceeding (whether or not caused the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or arisingreferred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys fees (which shall be limited to one U.S. counsel and one Canadian counsel (in whole addition to up to one local counsel in each applicable local jurisdiction) for all Indemnitees and, solely in the case of an actual or perceived conflict of interest, one additional counsel in parteach applicable jurisdiction to the affected Indemnitee who have informed you of such conflict and thereafter retains such additional counsel), out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (yIndemnitee. This Section 12.3(b) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights apply 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the Taxes other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements etc. arising from any non-Tax claimsclaim.

Indemnification by the Borrowers. The Borrowers Each Borrower shall jointly indemnify each Administrative Agent, each Issuing Lender and severally indemnify and hold harmless each Agent-Related Person, each Lender, and each L/C Issuer and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives Related Party of each any of the foregoing Persons (collectively the “Indemnitees”each such Person being called an "Indemnitee") from against, and against hold each Indemnitee harmless from, any and all liabilities (including Environmental Liabilities)losses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, claimsincluding the fees, demands, actions, judgments, suits, costs, expenses charges and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local any counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever which may at any time be imposed onIndemnitee, incurred by or asserted against any such Indemnitee in any way arising out of or of, in connection with with, or as a result of (ai) the execution, delivery, enforcement, performance execution or administration delivery of any Loan Document this Agreement or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby, the transactions contemplated thereby performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (bii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (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 (civ) 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemniteethereto; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or of Indemnitee. Notwithstanding the foregoing, neither BCFPI nor any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee Foreign Subsidiary Borrower shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigationindemnify any losses, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, liabilities and related expenses and disbursements arising resulting from actions or omissions by the Company or any non-Tax claimsDomestic Subsidiary.

Indemnification by the Borrowers. The Borrowers shall jointly shall, within 30 days following written demand therefor, indemnify the Administrative Agent (and severally indemnify and hold harmless each Agentany sub-Related Personagent thereof), each Lender, Lender and each L/C Issuer and their respective AffiliatesIssuer, and their respective officers, directors, employees, partners, agents, advisors and other representatives each Related Party of each any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilities (including Environmental Liabilities)losses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, claimsincluding, demandsbut not limited to, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of counsel to for all such Indemnitees taken as a whole (and, if reasonably necessary, one firm of local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lendersjurisdiction) (and, and solely in the case of a an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Partnership of such conflict, of one additional firm of counsel (and local counsel) in each relevant material jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever which may at any time be imposed onIndemnitees), incurred by any Indemnitee, or asserted against any Indemnitee by any Person (including either Borrower or any other Loan Party) other than such Indemnitee in any way Indemnitees and Related Parties arising out of or of, in connection with with, or as a result of (ai) the executionexecution or delivery of this Agreement, delivery, enforcement, performance or administration of any other Loan Document or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby or thereby, the transactions contemplated thereby performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (band any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) any actual or threatened presence or release of Hazardous Materials at, on, under or emanating from any property owned or operated by either Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to either Borrower or any of its Subsidiaries, or (civ) 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 theory, whether brought by a third party or by either Borrower or any investigation ofother Loan Party or any of such Xxxxxxxx’s or such Loan Party’s directors, preparation forshareholders or creditors, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoingthereto, collectivelyIN ALL CASES, the “Indemnified Liabilities”) in all casesWHETHER OR NOT CAUSED BY OR ARISING, whether or not caused by or arisingIN WHOLE OR IN PART, in whole or in partOUT OF THE COMPARATIVE, out of the negligence of the IndemniteeCONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that, notwithstanding the foregoing, that such - 130 - 885707.04-LACSR02A - MSW NAI-1535672020v11535672020v8 indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted from (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdictionIndemnitee, (y) result from a material claim brought by either Borrower or any other Loan Party against an Indemnitee for breach in bad faith of any such Indemnitee’s obligations hereunder or under any other Loan Document by Document, if such Indemnitee Borrower or of any of such Loan Party has obtained a final and nonappealable judgment in its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, favor on such claim as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any dispute solely disputes among Indemnitees or any Related Party (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an the Administrative Agent, a Lead Arranger the Arrangers, the Swing Line Lender or any similar role under the Loan Documents L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of Holdings, the Borrowers a Borrower or any its Affiliates (as determined by a court of their respective Affiliatescompetent jurisdiction in a final and non-appealable judgment). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the The foregoing indemnity in this Section 10.05 applies, such indemnity shall be effective whether or will not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights apply 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except other than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, liabilities or related expenses and disbursements arising from any non-Tax claimsclaim.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally agree to indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Lender and their respective Affiliates, and their respective directors, officers, directors, employees, partnerscounsel, agentstrustees, advisors advisors, agents and other representatives of each of the foregoing attorneys-in-fact (collectively the “"Indemnitees”") from and against any and all liabilities (including Environmental Liabilities)liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a wholeCosts) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Revolving Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Parent, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Parent, any Subsidiary or any other Loan Party, or (cd) 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 is a party thereto (all the foregoing, collectively, the “"Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee"); provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates)Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, norprovided, however, the Parent may have a claim against an Indemnitee, and an Indemnitee may be liable to the Parent, to the extent permissible under applicable Lawextent, shall but only to the extent, of any such damages suffered by the Parent which the Parent proves were caused by such Indemnitee, Loan Party 's willful misconduct or gross negligence. Notwithstanding any provision in this Agreement or any Subsidiary other Loan Document to the contrary, no Indemnitee shall have any liability for any specialindirect, punitive, indirect punitive or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 11.05 shall be paid payable within thirty (30) days ten Business Days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05therefor. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Indemnification by the Borrowers. The Borrowers shall Each Borrower shall, jointly and severally severally, indemnify the Administrative Agent (and hold harmless each Agentany sub-Related Personagent thereof), each Lender, each Lender and the L/C Issuer and their respective AffiliatesIssuer, and their respective officers, directors, employees, partners, agents, advisors and other representatives each Related Party of each any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilities (including Environmental Liabilities)losses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities and related reasonable and documented out-of-pocket expenses and disbursements (including Attorney Costs but limited in the case of legal fees fees, disbursements and expenses other charges of counsel, limited to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one firm of counsel to for all Indemnitees such Indemnitees, taken as a whole and, if reasonably necessary, one of a single local counsel in each appropriate jurisdiction for all Indemnitees such Indemnitees, taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders(and, and solely in the case of a conflict of interestinterest where the Indemnitee affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, one additional of another firm of counsel in each relevant jurisdiction that is material to each group of similarly situated for such affected Indemnitees taken as a wholeIndemnitee)) of any kind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Company or any other Loan Party) other than such Indemnitee in any way and its Related Parties arising out of or of, in connection with with, or as a result of (ai) the executionexecution or delivery of this Agreement, delivery, enforcement, performance or administration of any other Loan Document or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby or thereby, the transactions contemplated thereby performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (band any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (civ) 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 theory, whether brought by a third party or by the Company or any investigation ofother Loan Party, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemniteethereto; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted from (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) result from a claim brought by the Company or any other Loan Party against an Indemnitee for a material breach of any such Indemnitee’s obligations hereunder or under any other Loan Document by such Indemnitee or of any of its Affiliates or their respective directorsDocument, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any claim, litigation, investigation or proceeding that does not involve an act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid affiliates and that is brought by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to against any other Indemnitee (other than the Arranger or the Administrative Agent, in each case, in their respective capacities). Without limiting the provisions of Section 3.01(c), this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity 10.04(b) shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights apply 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the Taxes other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements etc. arising from any non-Tax claimsclaim.

Indemnification by the Borrowers. The Borrowers Each Borrower shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Lender and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a wholeIndemnitees) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit, or (c) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated by the Loan Parties or any Subsidiary, or any Environmental Liability related in any way to any Loan Parties or any Subsidiary, 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are Taxes, which shall be governed by Section 3.01 and Section 3.04 (other than Taxes arising from a non-Tax claim) or resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger administrative agent or arranger or any similar role under the Loan Documents any Facility and other than any claims arising out of any act or omission of Holdings, the Borrowers Borrowers, the Investors or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party and for any out-of-pocket expenses); it being agreed that are otherwise required to be indemnified pursuant to this Section 10.05)sentence shall not limit the indemnification obligations of Holdings or any Subsidiary. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the such amount of any payment to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The indemnification and other agreements in this Section 10.05 shall survive the resignation or and removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify each Indemnitee against, and hold each Indemnitee harmless each Agent-Related Personfrom, each Lender, each L/C Issuer and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)losses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses (including the reasonable fees, claims, demands, actions, judgments, suits, costs, expenses charges and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one primary counsel to all Indemnitees taken as a whole and, if reasonably necessary, (and one local counsel in each relevant jurisdiction and one special or regulatory counsel for each relevant subject matter, in each case, to the extent reasonably necessary) in each case, for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenderswhole, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of affected Persons similarly situated affected if one or more actual conflicts of interest, or reasonably perceived conflicts of interest, arise and the Borrowers are provided prompt notice of such conflicts of interest (provided that any failure by any Indemnitee or Indemnitees taken as a wholeto give such notice (i) will not preclude such Indemnitee or Indemnitees from indemnification or reimbursement of attorneys’ fees by the Borrowers for any kind such additional counsel and (ii) will not result in any liability for such Indemnitee or nature whatsoever which may at any time be imposed onIndemnitees that fail to give such notice) and settlement costs), incurred by any Indemnitee or asserted against any such Indemnitee in by any way Person (including the Borrowers) arising out of or of, in connection with with, or as a result of (ai) the executionexecution or delivery of this Agreement, delivery, enforcement, performance or administration of any 95 other Loan Document or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby or thereby, the transactions contemplated thereby performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (bii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (civ) 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 oftheory, preparation forwhether brought by a third party or by the Borrowers, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemniteethereto; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted from (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any such Indemnitee’s obligations under any Loan Document by or (y) result from disputes solely between and among Indemnitees to the extent such Indemnitee dispute does not result from a claim involving any act or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment omissions of a court of competent jurisdiction or (z) any dispute solely among Indemnitees Loan Party (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents Administrative Agent in their capacities as such and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case Letter 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 Credit brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders one Indemnitee against another Indemnitee acting in a different capacity or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights role with respect to such payment pursuant Letter of Credit such as the Issuing Bank as opposed to the express terms of this an advising bank, confirming bank, negotiating bank or transferring bank). This Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall 10.3(b) does not apply with respect to Taxes, except Taxes other than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements etc. arising from any non-Tax claimsclaim.

Indemnification by the Borrowers. The Borrowers shall jointly indemnify the Administrative Agent (and severally any sub-agent thereof), each Lender and any Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Indemnitee from all fees and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities), obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses time charges and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a whole) attorneys who may be employees of any kind or nature whatsoever which may at any time be imposed onIndemnitee, incurred by any Indemnitee or asserted against any such Indemnitee in by any way third party or by the Borrowers or any other Loan Party arising out of or of, in connection with with, or as a result of (ai) the executionexecution or delivery of this Agreement, delivery, enforcement, performance or administration of any other Loan Document or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby or thereby, the transactions contemplated thereby performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (band any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) any actual or alleged presence, Release or threat of Release of Hazardous Materials at, on, under or from any property or facility owned, leased or operated at any time by the Borrowers or any of their Subsidiaries, or any liability of the Borrowers or any of their Subsidiaries arising under Environmental Law, or (civ) 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 theory, whether brought by a third party or by the Borrowers or any investigation ofother Loan Party or any of the Borrowers or such Loan Party’s directors, preparation forshareholders or creditors, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemniteethereto; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates)Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this This Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 9.05 shall not apply to Taxes, except any Taxes other than Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any etc. in respect of a non-Tax claimsclaim.

Indemnification by the Borrowers. The (a) In consideration of the execution and delivery of this Agreement by the Bank and the agreement to extend the Commitments provided hereunder, the Borrowers shall jointly and severally indemnify hereby agree to indemnify, exonerate and hold harmless each Agent-Related Person, each Lender, each L/C Issuer and their respective Affiliatesthe Bank, and their respective each of the officers, directors, employees, partners, agents, advisors Affiliates and other representatives of each agents of the foregoing Bank (collectively the “Indemnitees”each a "Bank Party") free and harmless from and against any and all liabilities (including Environmental Liabilities)actions, obligationscauses of action, suits, losses, damagesliabilities, penaltiesdamages and expenses, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal reasonable attorneys' fees and expenses to charges and allocated costs of staff counsel (collectively, for purposes of this Section 12.13, called the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever which may at any time be imposed on"Indemnified Liabilities"), incurred by the Bank Parties or asserted against any such Indemnitee in any way 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 connection part, directly or indirectly, with the proceeds of any of the Loans, (aii) 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 conditions at any property owned or leased by the Borrowers or any Subsidiary or the operations conducted thereon, (iv) the investigation, cleanup or 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, enforcement, performance or administration enforcement of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or (c) 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or by any of the Bank Parties, except for any such Indemnified Liabilities arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect on account of any such damages incurred Bank Party's gross negligence or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05)willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto If and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled the foregoing undertaking may be unenforceable for any reason, the Borrowers hereby agree to indemnification rights with respect to such payment pursuant make the maximum contribution to the express terms payment and satisfaction of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal each of the Administrative Agent or Collateral Agent, the replacement of Indemnified Liabilities which is permissible under applicable law. Nothing set forth above shall be construed to relieve any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising Bank Party from any non-Tax claimsobligation it may have under this Agreement.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each LenderAgent, each L/C Issuer Arranger, each Lender and their respective Affiliates, and their respective directors, officers, directors, employees, members, partners, counsel, agents, attorneys-in-fact, trustees and advisors and other representatives of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but (which shall be limited in the case of legal fees and expenses to one (1) counsel to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole (and, if reasonably necessary, one local counsel for all and one regulatory counsel to the Indemnitees taken as a whole in each relevant jurisdiction that is material to appropriate jurisdiction), unless (x) the interests of the LendersIndemnitees are sufficiently divergent, in which case one (1) additional counsel may be appointed and solely (y) if the interests of any Indemnitee or group of Indemnitees (other than all of the Indemnitees) are distinctly or disproportionately affected, one (1) additional counsel for such Indemnitee or group of Indemnitees in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a wholeclause (a) below)) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), or (c) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any property or facility 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 is a party thereto (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 all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) have been determined in the gross negligencefinal, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence or (z) any dispute solely among Indemnitees (other than any claims against an willful misconduct of such Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under material breach of the Loan Documents and other than any by such Indemnitee or (y) arise from claims arising out of any act of the Lenders solely against one or omission more Lenders (and not by one or more Lenders against the Administrative Agent or one or more of Holdingsthe other Agents) that have not resulted from the action, the Borrowers inaction, participation or contribution of any Borrower or their respective Subsidiaries or other Affiliates or any of their respective Affiliates)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 Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Indemnitee or any Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in ); provided that the case foregoing shall not limit the obligations of any Loan Party, in respect Party under the first sentence of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders 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 are is consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05promptly. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Agent, Arranger or Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Indemnification by the Borrowers. The Subject to Section 12.14 [Foreign Borrower], the Borrowers shall jointly indemnify the Administrative Agent (and severally any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Indemnitee from all fees and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities), obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses time charges and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a whole) attorneys who may be employees of any kind or nature whatsoever which may at any time be imposed onIndemnitee, incurred by any Indemnitee or asserted against any such Indemnitee in by any way third party or by the Borrowers arising out of or of, in connection with with, or as a result of (ai) the executionexecution or delivery of this Agreement, delivery, enforcement, performance or administration of any other Loan Document or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby or thereby, the transactions contemplated thereby performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (bii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment therefrom, (iii) breach of representations, warranties or covenants of the Borrowers under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Loan Documents, or (civ) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory (including any investigation oftheory, preparation forwhether brought by a third party or by the Borrowers, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemniteethereto; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted from (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any of other Loan Document, if the Borrowers or such Borrower has obtained a final and nonappealable judgment in its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, favor on such claim as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under . Notwithstanding the Loan Documents and other than any claims arising out of any act or omission of Holdingsforegoing, the Borrowers or any of their respective Affiliates). No Indemnitee Foreign Borrower shall only be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified indemnify any Indemnitee pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that any such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agentlosses, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damagesclaims, penalties, claims, demands, actions, prepayments, suits, costs, damages or expenses and disbursements arising from any non-Tax claimshave been caused by the Foreign Borrower or are otherwise directly related or attributable to the Foreign Borrower.

Indemnification by the Borrowers. The Borrowers Each Loan Party shall jointly indemnify the Administrative Agent (and severally indemnify any sub-agent thereof), each other Secured Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmless each Agent-Related PersonIndemnitee from, each Lender, each L/C Issuer and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)losses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, claimsincluding the reasonable fees, demands, actions, judgments, suits, costs, expenses charges and disbursements of any counsel (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one primary counsel to for all Indemnitees Indemnitees, taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees, taken as a whole, and one firm of special regulatory counsel for all Indemnitees, taken as a whole (and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a an actual or potential conflict of interest, where an Indemnitee affected by such conflict informs the Borrower Agent of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if necessary, one additional firm of local counsel in each relevant appropriate jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever (which may at any time be imposed on, include a single special counsel acting in multiple jurisdictions) for such affected Indemnitee and one firm of special regulatory counsel for such affected Indemnitee)) incurred by any Indemnitee or asserted against any such Indemnitee in by any way third party or by the Borrowers or any other Loan Party arising out of or of, in connection with with, or as a result of (ai) the executionexecution or delivery of this Agreement, delivery, enforcement, performance or administration of any other Loan Document or any other agreement, letter agreement or instrument delivered in connection with contemplated hereby or thereby, the transactions contemplated thereby performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated therebyhereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 4.01), (bii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C the Letter of Credit Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Secured Party to, a Controlled Account Bank or other Person which has entered into a control agreement with any Secured Party hereunder or (cv) 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 theory, whether brought by a third party or by the Borrowers or any investigation ofother Loan Party, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemniteethereto; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.,

Indemnification by the Borrowers. The Borrowers shall Each Borrower shall, severally and not jointly (solely with respect to and severally 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 Agent-Related Person, each Lender, and each L/C Issuer and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives Related Party of each any of the foregoing Persons (collectively the with respect to a Borrower, each such Person being called an “IndemniteesIndemnitee”) from against, and against hold each Indemnitee of such Borrower harmless from, any and all liabilities (including Environmental Liabilities)losses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses (with respect to legal fees, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one outside counsel to all Indemnitees taken as a whole (and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a an actual conflict of interestinterest where the Indemnitee affected by such conflict informs such Borrower of such conflict and thereafter retains its own counsel, one additional another firm of counsel in each relevant jurisdiction that is material to each group for any such affected Indemnitee) for the Indemnitees collectively (other than the allocated costs of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever which may at any time be imposed oninternal counsel)), incurred by or asserted against any Indemnitee of such Indemnitee in any way Borrower arising out of or of, in connection with with, or as a result of (ai) the execution, delivery, enforcement, performance execution or administration delivery by such Borrower of this Agreement or any Loan Document agreement or instrument contemplated hereby to which such Borrower or any other agreementmember of its Obligor Group is a party, letter the performance by the parties hereto of their respective obligations hereunder owed by or instrument delivered in connection to or otherwise arising with the transactions contemplated thereby 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 therebyhereby to which such Borrower or any other member of its Obligor Group is a party, (bii) any Commitment, Loan made to such Borrower or Letter of Credit issued on behalf of such Borrower or the use or proposed use by such Borrower of the proceeds received by such Borrower therefrom (including any refusal by an L/C Issuer 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 Credit) or (ciii) 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 all cases, whether or not caused by or arisingthereto, in whole 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 part, out accordance with the respective allocations of the negligence of Subcommitments hereunder or as the Indemniteerelevant Borrowers may otherwise agree; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any IndemniteeIndemnitee of such Borrower, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as are determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (yB) a claim brought by such Borrower or such other Obligor against such Indemnitee for material breach of any such Indemnitee’s obligations under this Agreement or the other Loan Documents to which such Borrower or any Loan Document by other member of its Obligor Group is a party, if there has been a final and nonappealable judgment against such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, on such claim as determined by a final non-appealable judgment of a court of competent jurisdiction or (zC) a claim arising as a result of a dispute between Indemnitees of such Borrower (other than (x) any dispute solely among Indemnitees (other than any involving claims against an Indemnitee in its capacity or in fulfilling its role as an the Administrative Agent, a the applicable Issuing Bank, any Joint Lead Arranger or any similar role under the Loan Documents Lender, in each case in their respective capacities as such, and other than any (y) claims arising out of any act or omission of Holdings, the Borrowers by such Borrower or any of their respective its Affiliates). No Indemnitee This Section 9.03(b) shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights apply 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the Taxes other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except than any Taxes that represent liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements etc. arising from any non-Tax claimsclaim. 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 Exhibit 10.21 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. The Borrowers shall jointly and severally indemnify and hold harmless each Arranger, each Agent-Related Person, each Lender, each L/C Issuer and Issuer, each of their respective AffiliatesAffiliates and each partner, controlling person, director, officer, employee, counsel, agent and their respective officers, directors, employees, partners, agents, advisors and other representatives of each representative of the foregoing and, in the case of any funds, trustees and advisors and attorneys-in-fact (collectively collectively, the “Indemnitees”) from and against (and will reimburse each Indemnitee, as and when incurred, for) any and all liabilities (including Environmental Liabilities)liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements costs (including Attorney Costs but limited in the case of legal fees settlement costs), disbursements, and expenses to the reasonable and documented or invoiced out-of-pocket fees and expenses (including the fees, disbursements and other charges of (i) one counsel to all the Indemnitees taken as a whole andwhole, if reasonably necessary(ii) in the case of an actual or perceived conflict of interest, one local where the Indemnitee affected by such conflict informs the Borrower Representative of such conflict and thereafter retains its own counsel, of another firm of counsel for all Indemnitees taken as a whole each such affected Indemnitee in each relevant jurisdiction that is material to the interests of the LendersIndemnitees, and (iii) if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions and, solely in the case event of a an actual or perceived conflict of interest, one additional counsel in each relevant applicable jurisdiction that is material to the interests of the affected Persons (or each group of similarly situated affected Indemnitees Persons) taken as a whole) and special counsel for each relevant specialty) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnitee in any way relating to or arising out of or in connection with or by reason of (x) any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of any of the following, 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): (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, thereby or (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or (c) 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the IndemniteeCredit); provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, disbursements, fees or expenses or disbursements are determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from (xA) the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or of any of its Affiliates or their respective controlling persons or any of the officers, directors, officers, employees, partners, agents, advisors advisors, or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or members of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction the foregoing or (zB) any dispute solely that is among Indemnitees (other than any dispute involving claims against an Indemnitee in its capacity or in fulfilling its role as an the Administrative Agent, a Lead any Arranger or any similar role other Agent, the Swing Line Lender or any L/C Issuer, in each case in their respective capacities as such, or any Initial Lender solely in connection with its syndication activities as contemplated under the Loan Documents Commitment Letter) that a court of competent jurisdiction has determined in a final and other than any claims arising out non-appealable judgment did not involve actions or omissions of any act direct or omission indirect parent or controlling person of Holdings, the Borrowers a Borrower or its Subsidiaries; or (y) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by Holdings or any of their respective its Subsidiaries, or any Environmental Liability related in any way to Holdings or any of its Subsidiaries, ((x) and (y), collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee and regardless of whether such Indemnitee is a party thereto, and whether or not such proceedings are brought by a Borrower, its equity holders, its Affiliates), creditors or any other third person. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) the Platform or other similar information transmission systems (including electronic telecommunications) in connection with this AgreementAgreement unless determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from the gross negligence, norbad faith or willful misconduct of such Indemnitee, to the extent permissible under applicable Law, nor shall any Indemnitee, Indemnitee or any Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than); provided that such waiver of special, in punitive, indirect or consequential damages shall not limit the case indemnification obligations of any the Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to Parties under this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders shareholders or creditors or an Indemnitee or any other Person, and whether or not any Indemnitee is otherwise a party thereto thereto. Should any investigation, litigation or proceeding be settled, or if there is a judgment against an Indemnitee in any such investigation, litigation or proceeding, the Borrowers shall indemnify and whether hold harmless each Indemnitee in the manner set forth above; provided that the Borrowers shall not be liable for any settlement effected without the Borrowers’ prior written consent (such consent not to be unreasonably withheld, delayed or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummatedconditioned). All amounts due under this Section 10.05 shall be paid payable within thirty (30) 30 days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05therefor. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this This Section 10.05 shall not apply to Taxes, except any claims with respect to Taxes (other than any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsimposed on payments received pursuant to this Section 10.05).

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Lender and their respective Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities), obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees Indemnitees, taken as a whole) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or (c) 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger agent or arranger or any similar role or as a letter of credit issuer or swing line bank under the Loan Documents any Facility and other than any claims arising out of any act or omission of Holdings, the Borrowers Borrowers, the Investors or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Borrower or any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party and for any out-of-pocket expenses); it being agreed that are otherwise required to be indemnified pursuant to this Section 10.05)sentence shall not limit the indemnification obligations of Holdings, the Borrowers or any Subsidiary. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Lead Arranger, the Amendment No. 1 Lead Arrangers, the Syndication Agent, each Documentation Agent and their respective Affiliates, and their respective directors, officers, directors, employees, partnerscounsel, agents, advisors advisors, and other representatives of each of the foregoing (collectively collectively, the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)losses, obligations, lossesliabilities, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented or invoiced out-of-pocket fees, disbursements fees and other charges expenses (including reasonable Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole and, if necessary, one firm of local counsel in each relevant appropriate jurisdiction that is material to the interests of the Lenders(which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, and solely in the case of a an actual or perceived conflict of interest, one additional where the Indemnitee affected by such conflict informs the Parent Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnitee)) of any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and whether or not such proceedings are brought by the Parent Borrower, its equity holders, its Affiliates, creditors or any other third person) that is material relates to each group of similarly situated affected Indemnitees taken as a whole) the Transaction, including the financing contemplated hereby, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), or (c) 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 Parent Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Parent 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) ), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or their respective controlling Persons or any of the officers, directors, officers, employees, partners, agents, advisors or other representativesmembers 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 judgment of a court of competent jurisdictiondecision), (y) a material breach of any obligations under any the Loan Document Documents by such Indemnitee or one of its Affiliates or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any act or omission of the Parent Borrower or any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims with respect to a claim against an Indemnitee acting in its capacity or in fulfilling its role as an Agent, a Lead Arranger, Amendment No. 1 Lead Arranger or any similar role under the Loan Documents and other than any claims arising out unless such claim arose from the gross negligence, bad faith or willful misconduct of any act or omission of Holdings, the Borrowers or any of their respective Affiliatessuch Indemnitee). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Indemnitee or any Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, managers, partners, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are is consummated. All amounts due under this Section 10.05 shall be paid within thirty ten (3010) days Business Days after written demand therefor (together with backup documentation supporting such reimbursement request)therefor; provided, however, that such Indemnitee shall promptly refund the such amount of any payment 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 or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penaltiesetc., claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any with respect to a non-Tax claimsclaim.

Indemnification by the Borrowers. The Borrowers shall jointly and severally agree to indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer LC Issuing Bank and the Administrative Agent and their respective Affiliatesdirectors, and their respective officers, directorsagents and employees (collectively, employees, partners, agents, advisors and other representatives of each of the foregoing (collectively the “"LC Indemnitees”") from and against any and all liabilities (including Environmental Liabilities)claims, obligationsdamages, losses, damagesliabilities, penaltiescosts or expenses (including, claimswithout limitation, demands, actions, judgments, suits, costs, expenses the reasonable fees and disbursements of counsel) which such LC Indemnitee may reasonably incur (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees taken as a whole) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted claimed against any such LC Indemnitee in by any way arising out Person) by reason of or in connection with (a) the execution, delivery, enforcement, performance execution and delivery or administration transfer of or payment or failure to pay under any Letter of Credit or any actual or proposed use of any Loan Document Letter of Credit, including any claims, damages, losses, liabilities, costs or expenses which any other agreement, letter LC Issuing Bank may incur by reason of or instrument delivered in connection with the transactions contemplated thereby failure of any Lender to fulfill or the consummation of the transactions contemplated thereby, (b) comply with its obligations to such LC Issuing Bank hereunder in connection with any Commitment, Loan or Letter of 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 for any claims, damages, losses, liabilities, costs or expenses to the use extent, but only to the extent, caused by (i) the willful misconduct or proposed use gross negligence of the proceeds therefrom including any refusal by an L/C Issuer to honor LC Issuing Bank in determining whether a demand for payment request presented under a any Letter of Credit if the documents presented in connection with such demand do not strictly comply issued by it complied with the terms of such Letter of Credit or (cii) 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 presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in this subsection (n) is intended to limit the obligations of the foregoing, whether based on contract, tort or Borrowers under 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms provision of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims2.05.

Indemnification by the Borrowers. The Whether or not the transactions contemplated hereby are consummated, the Borrowers shall jointly and severally indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer Lender and their respective Affiliates, and their respective directors, officers, directors, employees, partnerscounsel, agentsagents and, in the case of any funds, trustees and advisors and other representatives of each of the foregoing attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities (including Environmental Liabilities)liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but (which shall be limited in the case of legal fees and expenses to one (1) counsel to the reasonable Administrative Agents and documented out-of-pocket feesthe Lenders (plus any local counsel), disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to unless (x) the interests of the LendersAdministrative Agents and the Lenders are sufficiently divergent, in which case one (1) additional counsel may be appointed, and solely in (y) if the case interests of a conflict any Lender or group of interestLenders (other than all of the Lenders) are distinctly or disproportionately affected, one (1) additional counsel in each relevant jurisdiction that is material to each for such Lender or group of similarly situated affected Indemnitees taken as a wholeLenders)) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit Credit), or (c) 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 is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) ), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, a Lead Arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their respective Affiliates)by such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Debtdomain, Roadshow Access (if applicable) IntraLinks or other similar information transmission systems in connection with this Agreement, nor, to the extent permissible under applicable Law, nor shall any Indemnitee, Indemnitee or any Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party that are otherwise required to be indemnified pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders 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 are is consummated. All amounts due under this Section 10.05 shall be paid payable within thirty twenty (3020) days Business Days after written demand therefor (together with backup documentation supporting such reimbursement request)therefor; provided, however, provided that such any Indemnitee shall promptly refund the amount of any payment amounts paid to such Indemnitee pursuant to this Section 10.05 to the extent that a court of competent jurisdiction determines in a final, nonappealable judgment that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation or removal of the either Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.