Common use of Indemnification by the Borrowers Clause in Contracts

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent, each Issuing Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities and related costs, expenses and disbursements, including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by or asserted against any Indemnitee or to which any Indemnitee may become subject, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by 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 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 (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as determined by a court of competent jurisdiction by final and nonappealable judgment, (y) a material breach by such Indemnitee or any of its Related Parties of its obligations under this Agreement or any other Loan Document determined by a court of competent jurisdiction by final and nonappealable judgment.

Indemnification by the Borrowers. The Borrowers shall indemnify Each Borrower, severally and not jointly, indemnifies the Administrative Agent (and any sub-agent thereof), the Sustainability Structuring Agent, each Issuing Lender and each Lender, and the Letter of Credit Issuer and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, fees and expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which any Indemnitee may become subject, by the Borrower arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Agreement Credit Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender 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); (iii) prepayments of the RFR Rate Loans (iv) any increased costs or reduced return due to changes in applicable regulations regarding withholding taxes, reserves, capital adequacy, or other similar regulations, (iiiv) any Loan or the use or proposed use of the proceeds therefrom; (vi) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings, any the Borrower or any of their its Subsidiaries, or any Environmental Claim Liability related in any way to Holdings, any the Borrower or any of their its respective 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 (vvii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdingsthereto, any BorrowerIN ALL CASES, any of their Affiliates or equity holders or any other partyWHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from expenses: (xA) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; or (yB) result from a material breach claim brought by the Borrower against an Indemnitee for fraud of such Indemnitee Indemnitee’s obligations hereunder or any of its Related Parties of its obligations under this Agreement or any other Loan Document Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final jurisdiction. Paragraph (b) of this Section shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. To the extent any losses, claims, damages, liabilities and nonappealable judgmentrelated fees and expenses are attributable to all Borrowers party to this Agreement, each Borrower shall be liable only for its pro rata share of such losses, claims, damages, liabilities and related fees and expenses.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Arranger, each Lender and each Lenderthe L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrowers or to which any other Loan Party) other than such Indemnitee may become subject, and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby 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 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Materials on at, on, under or emanating from any property owned owned, leased or operated by Holdings, any Borrower Holdings or any of their its Subsidiaries, or any Environmental Claim Liability related in any way to Holdings, any Borrower Holdings or any of their its 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 (viv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) involve disputes among Indemnitees unrelated to any disputes involving, or claims against, the Borrowers and/or the Guarantors and other than disputes involving the Administrative Agent, the Swing Line Lender, the L/C Issuer, or any of Arranger or similar Person in its Related Parties capacity as such, as determined by a court of competent jurisdiction by final and nonappealable judgment. Without limiting the provisions of Section 3.01(c), (ythis Section 10.4(b) a material breach by such Indemnitee or shall not apply with respect to Taxes other than any of its Related Parties of its obligations under this Agreement or Taxes that represent losses, claims, damages, etc. arising from any other Loan Document determined by a court of competent jurisdiction by final and nonappealable judgmentnon-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Lender and each the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which by the Borrowers or any Indemnitee may become subject, other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual breach of representations, warranties or alleged presence or release 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 covenants of the Administrative Agent in connection with Borrowers under the administration of this Agreement or any agreement or instrument contemplated herebyLoan Documents, or (viv) 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 theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a material breach claim brought by such Indemnitee or any of its Related Parties of its obligations under this Agreement the Borrowers or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction. Notwithstanding the foregoing, a Foreign Borrower shall only be required to indemnify any Indemnitee pursuant to this Section to the extent that any such losses, liabilities, claims, penalties, damages or expenses have been caused by final and nonappealable judgmentsuch Foreign Borrower or are otherwise directly related or attributable to such Foreign Borrower.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Lender and each Lenderthe L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event including reasonable allocated costs of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictionsinternal counsel)), to and shall indemnify and hold harmless each group Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which by any Indemnitee may become subject, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings, any Borrower or any of their its Subsidiaries, or any Environmental Claim Liability related in any way to Holdings, any Borrower or any of their its 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 (viv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Company or any other Loan Party, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a material breach claim brought by such Indemnitee or any of its Related Parties of its obligations under this Agreement the Company or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgmentjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) does not apply with respect to Taxes other than Taxes that represent losses, claims, damages or other similar amounts arising from non-Tax claims.

Indemnification by the Borrowers. The Borrowers shall indemnify In consideration of the Administrative Agentexecution and delivery of this Agreement by the Agent and the Lenders and the agreement to extend the Commitments provided hereunder, each Issuing Borrower hereby agrees, jointly and severally, to indemnify, exonerate and hold each Lender Party and each Lenderof the officers, directors, employees, Affiliates and agents of each Related Lender Party free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Attorney Costs (collectively, the "Indemnified Liabilities"), incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to (i) any tender offer, merger, purchase of stock, purchase of assets (including any Acquisition]) or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities and related costs, expenses and disbursements, including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by or asserted against any Indemnitee or to which any Indemnitee may become subject, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated herebyLoans, (ii) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any hazardous substance at any property owned or leased by any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by 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)Party, (iii) any actual or alleged presence or release violation of Hazardous Materials on or from any Environmental Laws with respect to conditions at any property owned or operated leased by Holdings, any Borrower Loan Party or any of their Subsidiaries, or any Environmental Claim related in any way to Holdings, any Borrower or any of their Subsidiariesthe operations conducted thereon, (iv) the investigation, cleanup or remediation of offsite locations at which any act Loan Party or omission their respective predecessors are alleged to have directly or indirectly disposed of the Administrative Agent in connection with the administration of this Agreement or any agreement or instrument contemplated hereby, hazardous substances or (v) any actual the execution, delivery, performance or prospective claim, litigation, investigation or proceeding relating to any enforcement of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as determined by a court of competent jurisdiction by final and nonappealable judgment, (y) a material breach by such Indemnitee or any of its Related Parties of its obligations under this Agreement or any other Loan Document determined by a court any of competent jurisdiction by final the Lender Parties, except for any such Indemnified Liabilities arising on account of the applicable Lender Party's gross negligence or willful misconduct. If and nonappealable judgmentto the extent that the foregoing undertaking may be unenforceable for any reason, each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section 15.13 shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement.

Indemnification by the Borrowers. The Borrowers In addition to any liability of each Borrower to any Relevant Lender or any Agent under any other provision hereof, each Borrower shall indemnify the Administrative Agent, Lenders and the Agents and hold each Issuing Lender and each Lender, and each Related Party of Agent harmless against any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities and related costs, reasonable costs or expenses and disbursements, including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by a Lender or asserted against any Indemnitee or to which any Indemnitee may become subject, arising out of, in connection with, or an Agent as a result of (i) the execution or delivery any failure by such Borrower to fulfil any of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective its obligations hereunder or under any Loan Document in the consummation manner provided herein including, without limitation, any cost or expense incurred by reason of the Transactions liquidation or re-employment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Advance as a result of the failure of such Borrower to complete a Drawdown or to make any repayment or other transactions contemplated hereby, payment on the date required hereunder or specified by it in any notice given hereunder; or (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by 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 failure of such Letter of Credit)Borrower to pay any other amount including, without limitation, any interest or fee due hereunder on its due date; or (iii) the prepayment or repayment by such Borrower of any actual LIBOR Advance or alleged presence Bankers’ Acceptance Advance prior to its date of maturity or release the last day of Hazardous Materials on the then current Interest Period for such Advance; 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 failure by a Borrower or omission Designated Subsidiary to fulfill any of its obligations under any interest rate swap agreements entered into during the Administrative Agent in connection with the administration term of this Agreement by such Borrower or Designated Subsidiary with any Person who was, at the time such interest rate swap agreement or instrument contemplated herebywas entered into, or (v) any actual or prospective claima Lender. The indemnity in Section 12.2, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses resulted from it relates to clause (x) iv), shall survive the gross negligence, willful misconduct or bad faith termination of such Indemnitee or any of its Related Parties as determined by a court of competent jurisdiction by final and nonappealable judgment, (y) a material breach by such Indemnitee or any of its Related Parties of its obligations under this Agreement or any other Loan Document determined by a court of competent jurisdiction by final and nonappealable judgmentthe Commitments hereunder and shall remain in full force and effect until such time as the parties to such interest rate swap agreements have no obligations thereunder.

Indemnification by the Borrowers. The Borrowers shall agree to indemnify the Administrative Agent (and any sub-agent thereof), the Lead Arranger, each Co-Syndication Agent, each Issuing Lender, each Swingline Lender and each Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which any Indemnitee may become subject, by the Borrowers arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) and any payments that the Administrative Agent is required to make under any indemnity issued to any bank to which remittances in respect of Accounts (as defined in the UCC), as defined in the Collateral Agreement, are to be made, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings, any Borrower or any of their respective Subsidiaries, or any Environmental Claim Liability related in any way to Holdings, any Borrower or any of their respective 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 (viv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by any Borrower, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdingsthereto, any Borrower, any of their Affiliates or equity holders or any other party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a material claim brought by any Borrower against an Indemnitee for breach by in bad faith of such Indemnitee Indemnitee’s obligations hereunder or any of its Related Parties of its obligations under this Agreement or any other Loan Document Document, if any Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgmentjurisdiction.

Indemnification by the Borrowers. The Borrowers shall agree to indemnify the Administrative Agent (and any sub-agent thereof), the Lead Arranger, each Co-Syndication Agent, each Lender, each Swingline Lender, each Issuing Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which any Indemnitee may become subject, by the Borrowers arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) and any payments that the Administrative Agent is required to make under any indemnity issued to any bank to which remittances in respect of Accounts (as defined in the UCC), as defined in the Collateral Agreement, are to be made, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings, any Borrower or any of their respective Subsidiaries, or any Environmental Claim Liability related in any way to Holdings, any Borrower or any of their respective 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 (viv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by any Borrower, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdingsthereto, any Borrower, any of their Affiliates or equity holders or any other party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a material claim brought by any Borrower against an Indemnitee for breach by in bad faith of such Indemnitee Indemnitee’s obligations hereunder or any of its Related Parties of its obligations under this Agreement or any other Loan Document Document, if any Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgmentjurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify (a) In consideration of the execution and delivery of this Agreement by the Administrative Agent and the Lenders and the agreement to extend the Commitments provided hereunder, each Borrower hereby agrees to indemnify, exonerate and hold the Issuing Bank, the Administrative Agent, each Issuing Lender and each Lenderof the officers, directors, employees and agents of the Issuing Bank, the Administrative Agent and each Related Party Lender (collectively the "Lender Parties" and individually each a "Lender Party") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including, without limitation, reasonable attorneys' fees and charges (collectively therein called the "Indemnified Liabilities"), incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to (i) any tender offer, merger, purchase of stock, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and againstLoans, and hold each Indemnitee harmless from, any and all Liabilities and related costs, expenses and disbursements, including the reasonable fees, charges and disbursements Acceptances or Letters of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual Credit or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by or asserted against any Indemnitee or to which any Indemnitee may become subject, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan the execution, 100 delivery, performance or Letter enforcement of Credit or the use of the proceeds therefrom (including any refusal by 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 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 (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as determined by a court of competent jurisdiction by final and nonappealable judgment, (y) a material breach by such Indemnitee or any of its Related Parties of its obligations under this Agreement or any other Loan Document determined by a court any of competent jurisdiction the Lender Parties, except for any such Indemnified Liabilities as to any Lender Party arising on account of such Lender Party's bad faith, gross negligence or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Nothing set forth above shall be construed to relieve any Lender Party from any obligation it may have under this Agreement. (b) Without limiting the provisions of clause (a) above, each Borrower agrees to reimburse each Lender Party for, and indemnify each Lender Party against, any and all losses, claims, damages, penalties, judgments, liabilities and expenses (including reasonable attorneys' and consultant's fees) which any Lender Party may pay, incur or become subject to arising out of or relating to the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Regulated Material at any real property owned or leased by final and nonappealable judgmentthe Company or any Restricted Subsidiary or used by the Company or any Restricted Subsidiary in its business or operations, except to the extent caused by the acts or omissions of such Lender Party.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Lender and each Lenderthe L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, costs (including settlement costs), claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictionsincluding allocated costs of internal counsel) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which by any Indemnitee may become subject, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the Transactions or any other transactions contemplated herebyhereby 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 3.01), (ii) any Loan or Letter of Credit or Bankers' Acceptance or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender the L/C Issuer to honor a demand for payment under a Letter of Credit or Bankers' Acceptance if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of CreditCredit or Bankers' Acceptance), (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 its Subsidiaries, or any Environmental Claim Liability related in any way to Holdings, any Borrower or any of their its 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 (viv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Company or any other Loan Party or any of the Company's or such Loan Party's directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a material breach claim brought by such Indemnitee or any of its Related Parties of its obligations under this Agreement the Company or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Company or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgmentjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Lender and each Lenderthe L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited for any Indemnitee; provided that for any individual claim or series or related claims, this indemnity shall only apply to a single the legal fees, charges and disbursements of one primary outside counsel and any reasonably necessary local outside counsel for all Indemnitees, unless the representation of all Indemnitees by one counsel would be inappropriate due to the existence of an actual or potential conflict of interest, in which case this indemnity shall also apply to the legal fees, charges and disbursements of additional outside counsel to such conflicted Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which by the Borrowers or any Indemnitee may become subject, other Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (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 (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrowers or any other Borrower, and regardless of whether any Indemnitee is a party thereto thereto, in all cases, whether or whether brought not caused by Holdingsor arising, any Borrowerin whole or in part, any out of their Affiliates the comparative, contributory or equity holders or any other partysole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a material claim brought by the Borrowers against an Indemnitee for breach by in bad faith of such Indemnitee Indemnitee’s obligations hereunder or any of its Related Parties of its obligations under this Agreement or any other Loan Document Document, if the Borrowers have obtained a final and nonappealable judgment in their favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgmentjurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Arranger, each Lender and each Lenderthe L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrowers or to which any other Loan Party) other than such Indemnitee may become subject, and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby 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 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Materials on at, on, under or emanating from any property owned owned, leased or operated by Holdings, any Borrower Holdings or any of their its Subsidiaries, or any Environmental Claim Liability related in any way to Holdings, any Borrower Holdings or any of their its 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 (viv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) involve disputes among Indemnitees unrelated to any disputes involving, or claims against, the Borrowers and/or the Guarantors and other than disputes involving the Administrative Agent, the Swing Line Lender, the L/C Issuer, or any of Arranger or similar Person in its Related Parties capacity as such, as determined by a court of competent jurisdiction by final and nonappealable judgment. Without limiting the provisions of Section 3.01(c), (ythis Section 11.04(b) a material breach by such Indemnitee or shall not apply with respect to Taxes other than any of its Related Parties of its obligations under this Agreement or Taxes that represent losses, claims, damages, etc. arising from any other Loan Document determined by a court of competent jurisdiction by final and nonappealable judgment.non-Tax claim. AmericasActive:16021031.13

Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative AgentAgent (and any sub-agent thereof), each LC Issuing Lender and Bank, each Lender, and each Related Party of any of the foregoing Persons other Lender Parties and their respective Related Parties (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursementsexpenses, including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemniteesfor any Indemnitee, taken as a whole, one local counsel in and shall jointly and severally indemnify and hold harmless each relevant jurisdiction (which Indemnitee from all fees and time charges and disbursements for attorneys who may include a single special counsel acting in multiple jurisdictions) and, solely in the event be employees of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee or to which by any Person (including the Borrowers) other than such Indemnitee may become subject, and its Related Parties arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, ; (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any the LC Issuing Lender Banks 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 currently or formerly owned or operated by Holdings, any Borrower or any of their Subsidiariesthe Group Companies, or any Environmental Claim Liability related in any way to Holdings, any Borrower or any of their Subsidiaries, the Group Companies; or (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 (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrowers, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdingsthereto, any Borrower, any of their Affiliates or equity holders or any other party; provided that such indemnity shall not, as not be available to any Indemnitee, be available Indemnitee to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (xA) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from such Indemnitee’s gross negligence or willful misconduct or (yB) result from a material breach claim brought by such Indemnitee or any of its Related Parties of its obligations under this Agreement the Borrowers or any other Lender Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document Document, if the Borrowers or such Lender Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgmentjurisdiction. This clause (b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify jointly and severally the Administrative AgentAgents (and any sub-agent thereof), each Issuing Lender and each LenderIssuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursementsexpenses, including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by or asserted against any Indemnitee or to which any Indemnitee may become subject, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any an Issuing Lender Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Materials on or from any property owned or operated by Holdings, any Borrower the Borrowers or any of their Subsidiaries, or any Environmental Claim Liability related in any way to Holdings, any Borrower the Borrowers or any of their Subsidiaries, or (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 (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgmentjudgment to have resulted from the gross negligence or willful misconduct of, such Indemnitee; and provided further that no Loan Party shall have any obligation to any Indemnitee hereunder with respect to such indemnified liabilities arising out of legal proceedings commenced against a Lender by the assignee of such Lender to the extent such proceedings relates (yA) solely to breaches of representations or warranties of such assigning Lender regarding ownership or authority to assign all or a material breach by such Indemnitee or any portion of its Related Parties of Revolving Commitment or Loans owing to it or other Obligation, or (B) principally to statements or representations made by an assigning Lender to such assignee that were not based upon information supplied by the Borrowers. All amounts referred to in this Section 10.02(b) shall be paid by the Lead Borrower to Administrative Agent at its obligations under this Agreement or any other Loan Document determined by a court of competent jurisdiction by final Principal Office and nonappealable judgmentupon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Lender and each the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which by the Borrowers or any Indemnitee may become subject, other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual breach of representations, warranties or alleged presence or release covenants of Hazardous Materials on or from any property owned or operated by Holdings, any Borrower the Borrowers 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 other Loan Party under the Administrative Agent in connection with the administration of this Agreement or any agreement or instrument contemplated herebyLoan Documents, or (viv) 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 theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a material breach claim brought by such Indemnitee or any of its Related Parties of its obligations under this Agreement the Borrowers or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgmentjurisdiction.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify the each Administrative Agent, each Issuing Lender Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursementsexpenses, including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by or asserted against any Indemnitee or to which any Indemnitee may become subject, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by 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)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials hazardous materials on or from any property owned or operated by Holdings, any Borrower the Company or any of their its Subsidiaries, or any Environmental Claim environmental liability related in any way to Holdings, any Borrower the Company or any of their its 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 (viv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgmentjudgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Notwithstanding the foregoing, (y) a material breach Hertz Canada shall not be required to indemnify any losses, claims, damages, liabilities and related expenses resulting from actions or omissions by such Indemnitee or any of its Related Parties of its obligations under this Agreement or any other Loan Document determined by a court of competent jurisdiction by final and nonappealable judgmentthe Company.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Lender and each the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which by the Borrowers or any Indemnitee may become subject, other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual breach of representations, warranties or alleged presence or release 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 covenants of the Administrative Agent in connection with Borrowers under the administration of this Agreement or any agreement or instrument contemplated herebyLoan Documents, or (viv) 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 theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a material breach claim brought by such Indemnitee or any of its Related Parties of its obligations under this Agreement the Borrowers or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction. This Section 11.3.2 [Indemnification by final and nonappealable judgmentthe Borrowers] shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall agree, jointly and severally, to indemnify the Administrative AgentAgent (and any sub-agent thereof), each Lead Arranger, each Lender, the Swingline Lender, each Issuing Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which any Indemnitee may become subject, by the Borrowers arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) and any payments that the Administrative Agent is required to make under any indemnity issued to any bank to which remittances in respect of Accounts (as defined in the UCC), as defined in the Collateral Agreement, are to be made, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings, any Borrower or any of their respective Subsidiaries, or any Environmental Claim Liability related in any way to Holdings, any Borrower or any of their respective 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 (viv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by any Borrower, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence, negligence or willful misconduct or of such Indemnitee, (y) except with respect to the Administrative Agent and its Related Parties, result from a claim brought by any Borrower against an Indemnitee for breach in bad faith of such Indemnitee Indemnitee’s obligations hereunder or under any of other Loan Document, if any Borrower has obtained a final and nonappealable judgment in its Related Parties favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgmentor (z) arise with respect to Taxes other than any Taxes that represent losses, (y) a material breach by such Indemnitee claims, damages, liabilities or related expenses arising from any of its Related Parties of its obligations under this Agreement or any other Loan Document determined by a court of competent jurisdiction by final and nonappealable judgmentnon-Tax claim addressed in Section 2.15 hereof.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Lender and each the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which by any Indemnitee may become subject, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual breach of representations, warranties or alleged presence or release covenants of Hazardous 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 under the Administrative Agent in connection with the administration of this Agreement or any agreement or instrument contemplated herebyLoan Documents, or (viv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws, whether based on contract, tort or any other theory theory, whether brought by a third party or by a Borrower or any other Loan Party or any of their respective Subsidiaries or Affiliates, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgmentjudgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a material breach claim brought by such Indemnitee or any of its Related Parties of its obligations under this Agreement Borrower or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if a Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from any dispute solely among such Indemnitees that do not involve any act or omission by final any Borrower or any of its Subsidiaries or Affiliates and nonappealable judgmentwhich are not claims against PNC or its Affiliates, solely in its capacity as Administrative Agent. To the extent an Indemnitee is legally permitted to do so, such Indemnitee shall provide the Borrowers with prompt notice of any such claim, investigation, litigation or proceeding. This Section 10.3.2 [Indemnification by the Borrowers] shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. For the avoidance of doubt, the Borrowers’ indemnity and contribution obligations, as set forth in this Section, will apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party.

Indemnification by the Borrowers. The Borrowers shall indemnify the Senior Subordinated Administrative Agent, each Issuing Lender Agent (and any sub-agent thereof) and each Senior Subordinated Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which by the Borrowers or any Indemnitee may become subject, other Loan Party arising out of, in connection with, or as a result of any actual or prospective claims, litigation, actions, proceedings or investigations arising out of or relating to the following (whether based on contract, tort or any other theory, whether brought by a third party or by any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributing or sole negligence of the Indemnitee): (i) the execution or delivery of this Agreement Agreement, any other Senior Subordinated Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Senior Subordinated Loan or Letter of Credit the use or the proposed use of the proceeds therefrom (including any refusal by 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)therefrom, or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings, any Borrower Holdings or any of their its Subsidiaries, or any Environmental Claim Liability related in any way to Holdings, any Borrower Holdings or any of their its 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 (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a material claim brought by any Loan Party against an Indemnitee for breach by in bad faith of such Indemnitee Indemnitee's obligations hereunder or any of its Related Parties of its obligations under this Agreement or any other Senior Subordinated Loan Document Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgmentjurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Lender and each Lenderthe L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event including reasonable allocated costs of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictionsinternal counsel)), to and shall indemnify and hold harmless each group Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which by any Indemnitee may become subject, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings, any Borrower or any of their its Subsidiaries, or any Environmental Claim Liability related in any way to Holdings, any Borrower or any of their its 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 (viv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Company or any other Loan Party, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a material breach claim brought by such Indemnitee or any of its Related Parties of its obligations under this Agreement the Company or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgmentjurisdiction.

Indemnification by the Borrowers. The (i) Whether or not the transactions contemplated hereby are consummated, the Borrowers shall shall, jointly and severally, indemnify and hold harmless the Administrative AgentAgent (and any sub-agent thereof), each Issuing L/C Issuer, each Lender and each Lender, and each Related Party of any of the foregoing Persons persons (each such Person being called an collectively the “IndemniteeIndemnitees”) from and against, and hold each Indemnitee harmless from, against any and all Liabilities and related liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements, disbursements (including the reasonable fees, charges and disbursements attorney costs) of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (kind or nature whatsoever which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) for at any Indemniteetime be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or to which any Indemnitee may become subject, arising out of, of or in connection with, or as a result of with (i) the execution execution, delivery, enforcement, performance or delivery administration of any Loan 109 Document or any other agreement (other than administration costs, fees or expenses incurred in the ordinary administration of this Agreement or any agreement and the other Loan Documents related to the information postings, Committed Loan Notices, payment notices, billing, collection of Lender payments and the distribution of payments made by the Borrowers to the Administrative Agent for the benefit of the Lenders that have been paid and are contemplated by the Fee Letter), letter or instrument delivered in connection with the transactions contemplated hereby, the performance by the parties hereto of their respective obligations hereunder thereby or the consummation of the Transactions or any other transactions contemplated herebythereby, (ii) any Commitment, Committed Loan, Swing Line Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Lender 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 (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 (v) 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 (in writing) claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto or whether brought by Holdingsthereof (all the foregoing collectively, any Borrowerthe “Indemnified Liabilities”), any of their Affiliates or equity holders or any other partyIN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available (i) to the extent that such Liabilities liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment, (y) a material breach by non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) for any loss asserted against it by another Indemnitee, provided that such asserted loss was not a result of the Company’s or its Related Parties Subsidiaries’ own conduct. No Indemnitee shall be liable for any damages arising from the use by others of its obligations under any Information or other materials obtained through IntraLinks or other similar Information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document determined by a court or arising out of competent jurisdiction by final its activities in connection herewith or therewith (whether before or after the Closing Date). THE FOREGOING INDEMNITY SHALL APPLY TO THE NEGLIGENCE OF THE INDEMNITEE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNITEE). Without limiting the provisions of Section 3.01(c), this Section 11.04(b)(i) shall not apply to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. All amounts due under this Section 11.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the aggregate Commitments and nonappealable judgmentthe repayment, satisfaction or discharge of all the other Obligations. (ii) EACH INDEMNITEE AGREES WITH RESPECT TO ANY ACTION AGAINST IT IN RESPECT OF WHICH INDEMNITY MAY BE SOUGHT UNDER THIS SECTION 11.04, THAT SUCH INDEMNITEE WILL GIVE WRITTEN NOTICE OF THE COMMENCEMENT OF SUCH ACTION TO THE COMPANY WITHIN A REASONABLE TIME AFTER SUCH INDEMNITEE IS MADE A PARTY TO SUCH ACTION. UPON RECEIPT OF ANY SUCH NOTICE BY THE COMPANY, THE COMPANY, UNLESS SUCH INDEMNITEE SHALL BE ADVISED BY ITS COUNSEL THAT THERE ARE OR MAY BE LEGAL DEFENSES AVAILABLE TO SUCH INDEMNITEE THAT ARE DIFFERENT FROM, IN ADDITION TO, OR IN CONFLICT WITH, THE DEFENSES AVAILABLE TO THE COMPANY OR ANY OTHER LOAN PARTY, MAY PARTICIPATE WITH THE INDEMNITEE IN THE DEFENSE OF SUCH INDEMNIFIED MATTER; PROVIDED, HOWEVER, NOTHING PROVIDED HEREIN SHALL (i) ENTITLE THE COMPANY OR ANY OTHER LOAN PARTY TO ASSUME THE DEFENSE OF SUCH INDEMNIFIED MATTER OR (ii) REQUIRE THE CONSENT OF THE COMPANY OR ANY OTHER LOAN PARTY FOR ANY SETTLEMENT OR ACTION IN RESPECT OF SUCH 110 INDEMNIFIED MATTER, ALTHOUGH EACH INDEMNITEE AGREES TO CONFER AND CONSULT WITH THE COMPANY OR ANY OTHER LOAN PARTY BEFORE MAKING ANY SETTLEMENT OF SUCH INDEMNIFIED MATTER.

Indemnification by the Borrowers. The Borrowers shall Borrowers, jointly and severally agree to indemnify the Administrative AgentAgent (and any sub-agent thereof), each Lender, the Issuing Lender and each the Swingline Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, penalties, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which any Indemnitee may become subject, by the Borrowers arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the 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 of Environmental Concern on or from any property owned or operated by Holdings, any Borrower or any of their its Subsidiaries, or any liability under Environmental Claim Law related in any way to Holdings, any Borrower or any of their its 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 (viv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by any Borrower, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdingsthereto, any Borrower, any of their Affiliates or equity holders or any other party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, (y) a material breach by judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties of its obligations under this Agreement or any other Loan Document determined by a court of competent jurisdiction by final and nonappealable judgmentIndemnitee.

Indemnification by the Borrowers. The Borrowers (subject to Section 2.14(b), jointly and severally) shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Lender and each LenderL/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which by any Indemnitee may become subject, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Materials Substances on or from any property owned or operated by Holdings, any Borrower or any of their its Subsidiaries, or any Environmental Claim Liability related in any way to Holdings, any Borrower or any of their its 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 (viv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by any Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a material breach claim brought by such Indemnitee or any of its Related Parties of its obligations under this Agreement the Borrowers or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgmentjurisdiction.

Indemnification by the Borrowers. The Subject to Section 12.14 [Foreign Borrower], the Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which any Indemnitee may become subject, by the Borrowers arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit the use or the proposed use of the proceeds therefrom (including any refusal by 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)therefrom, (iii) any actual breach of representations, warranties 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 covenants of the Administrative Agent in connection with Borrowers under the administration of this Agreement or any agreement or instrument contemplated herebyLoan Documents, or (viv) 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 theory, whether brought by a third party or by the Borrowers, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a material claim brought by the Borrowers against an Indemnitee for breach by in bad faith of such Indemnitee Indemnitee’s obligations hereunder or any of its Related Parties of its obligations under this Agreement or any other Loan Document Document, if the Borrowers or such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction. Notwithstanding the foregoing, the Foreign Borrower shall only be required to indemnify any Indemnitee pursuant to this Section to the extent that any such losses, liabilities, claims, penalties, damages or expenses have been caused by final and nonappealable judgmentthe Foreign Borrower or are otherwise directly related or attributable to the Foreign Borrower.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Lender and each the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which by the Borrowers or any Indemnitee may become subject, other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual breach of representations, warranties or alleged presence or release covenants of Hazardous Materials on or from any property owned or operated by Holdings, any Borrower the Borrowers 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 other Loan Party under the Administrative Agent in connection with the administration of this Agreement or any agreement or instrument contemplated herebyLoan Documents, or (viv) 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 theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a material breach claim brought by such Indemnitee or any of its Related Parties of its obligations under this Agreement the Borrowers or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgmentjurisdiction.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Lender and each the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which by any Indemnitee may become subject, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual breach of representations, warranties or alleged presence or release 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 covenants of the Administrative Agent in connection with Borrowers under the administration of this Agreement or any agreement or instrument contemplated herebyLoan Documents, or (viv) 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 theory, whether brought by a third party or by any Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a material breach claim brought by such Indemnitee or any of its Related Parties of its obligations under this Agreement Borrower or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgmentjurisdiction.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify the Administrative AgentIssuer (and any sub-agent thereof), each Issuing Lender and each Lenderthe Issuer, and each Related Party Parties of any of the foregoing Persons (each such Person being called an “"Indemnitee”") from on a joint and several basis against, and hold each Indemnitee harmless from, any and all Liabilities liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursements and related costs, out-of-pocket fees and expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) for any Indemnitee) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any Indemnitee in any way relating to or to which arising out of or in connection with or by reason of any Indemnitee may become subjectactual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection withwith or by reason of any of the following, whether based on contract, tort or any other theory (including any investigation of, preparation for, or as a result defense of any pending or threatened claim, litigation or proceeding): (ix) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement any Facility Document or any agreement or instrument other document delivered in connection with the transactions contemplated hereby, the performance by the parties hereto of their respective obligations hereunder thereby or the consummation of the Transactions transactions 481 357363582 contemplated thereby or any other transactions contemplated hereby, (iiy) any Loan or Letter of Commitment, any L/C Credit Extension or the use or proposed use thereof or of the proceeds therefrom thereof (including any refusal by any Issuing Lender the Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by 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 (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, fees and expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgmentjudgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; collectively, (y) a material breach the "Indemnified Liabilities"), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee and regardless of whether such Indemnitee is a party thereto, and whether or not any of such claim, litigation, investigation or proceeding is brought by a Borrower, its Related Parties of equity holders, its obligations under this Agreement affiliates, its creditors or any other Loan Document determined by a court of competent jurisdiction by final and nonappealable judgmentPerson.

Indemnification by the Borrowers. The Borrowers shall indemnify Each Borrower, severally and not jointly, indemnifies the Administrative Agent (and any sub-agent thereof), the Sustainability Structuring Agent, each Issuing Lender and each Lender, and the Letter of Credit Issuer and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, fees and expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which any Indemnitee may become subject, by the Borrower arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Agreement Credit Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender 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); (iii) prepayments of the RFR Rate Loans (iv) any increased costs or reduced return due to changes in applicable regulations regarding withholding taxes, reserves, capital adequacy, or other similar regulations, (iiiv) any Loan or the use or proposed use of the proceeds therefrom; (vi) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings, any the Borrower or any of their its Subsidiaries, or any Environmental Claim Liability related in any way to Holdings, any the Borrower or any of their its respective 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 (vvii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdingsthereto, any BorrowerIN ALL CASES, any of their Affiliates or equity holders or any other partyWHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from expenses: (xA) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; or (yB) result from a material breach claim brought by the Borrower against an Indemnitee for fraud of such Indemnitee Indemnitee’s obligations hereunder or any of its Related Parties of its obligations under this Agreement or any other Loan Document Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final jurisdiction. Paragraph (b) of this Section shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. To the extent any losses, claims, damages, liabilities and nonappealable judgmentrelated fees and expenses are attributable to all Borrowers party to this Agreement, each Borrower shall be 104 LEGAL_US_E # 163726163.4 liable only for its pro rata share of such losses, claims, damages, liabilities and related fees and expenses.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Lender and each the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which by the Borrowers or any Indemnitee may become subject, other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual breach of representations, warranties or alleged presence or release 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 covenants of the Administrative Agent in connection with Borrowers under the administration of this Agreement or any agreement or instrument contemplated herebyLoan Documents, or (viv) 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 theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgmentjudgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a material breach claim brought by such Indemnitee or any of its Related Parties of its obligations under this Agreement the Borrowers or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (z) result from a claim not involving an act or omission of the Borrowers and that is brought by final and nonappealable judgmentan Indemnitee against another Indemnitee (other than against the arranger or the Administrative Agent in their capacities as such). This Section 11.3.2 [Indemnification by the Borrowers] shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The (a) Whether or not the transactions contemplated hereby are consummated, the Borrowers shall indemnify indemnify, defend and hold the Administrative Agent, each Issuing Lender and each Lenderits officers, directors, employees, counsel, agents and each Related Party of any of the foregoing Persons attorneys-in-fact (each such Person being called each, an “IndemniteeIndemnified Person”) harmless from and against, and hold each Indemnitee harmless from, against any and all Liabilities and related liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements, disbursements (including the reasonable attorneys’ fees, charges and disbursements ) of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (kind or nature whatsoever which may include a single special counsel acting in multiple jurisdictionsat any time (including at any time following repayment of the Loans) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) for any Indemniteebe imposed on, incurred by or asserted against any Indemnitee such Person in any way relating to or to which any Indemnitee may become subject, arising out ofof this Agreement, any other Loan Document or any document contemplated by or referred to herein or therein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection withwith any of the foregoing, including with respect to any investigation, litigation or as a result of proceeding (iincluding any Insolvency Proceeding or appellate proceeding) the execution related to or delivery arising out of this Agreement or Agreement, any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder other Loan Document or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit Loans or the use of the proceeds therefrom (including any refusal by 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 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 (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingthereof, whether based on contract, tort or not any other theory and regardless of whether any Indemnitee Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that the Borrowers shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or whether brought willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other obligations. (b) The Borrowers shall indemnify, defend and hold harmless each Indemnified Person, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys’ fees and the allocated cost of internal environmental audit or review services), which may be incurred by Holdingsor asserted against such Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any Borroweraction taken by any Person, with respect to any Environmental Claim arising out of their Affiliates or equity holders related to any property subject to a mortgage or deed of trust in favor of the Lender except to the extent resulting solely from the gross negligence or willful misconduct of such Indemnified Person. In no event shall any site visit, observation, or testing by the Lender (or any contractee of the Lender) be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under, the site, or that there has been or shall be compliance with any Environmental Law. Neither the Borrowers nor any other Person is entitled to rely on any site visit, observation, or testing by the Lender. The Lender owes no duty of care to protect the Borrowers or any other party; provided that such indemnity shall notPerson against, as or to any Indemnitee, be available to inform the extent that such Liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as determined by a court of competent jurisdiction by final and nonappealable judgment, (y) a material breach by such Indemnitee or any of its Related Parties of its obligations under this Agreement Borrowers or any other Loan Document determined by a court party of, any Hazardous Materials or any other adverse condition affecting any site or property. (c) The obligations in this Section shall survive payment of competent jurisdiction by final all other Obligations. At the election of any Indemnified Person, the Borrowers shall defend such Indemnified Person using legal counsel satisfactory to such Indemnified Person in such Person’s sole discretion, at the sole cost and nonappealable judgmentexpense of the Borrowers. All amounts owing under this Section shall be paid within thirty (30) days after demand.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Lender and each the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which by the Borrowers or any Indemnitee may become subject, other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual breach of representations, warranties or alleged presence or release 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 covenants of the Administrative Agent in connection with Borrowers under the administration of this Agreement or any agreement or instrument contemplated herebyLoan Documents, or (viv) 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 theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgmentjudgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a material breach claim brought by such Indemnitee or any of its Related Parties of its obligations under this Agreement the Borrowers or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (z) result from a claim not involving an act or omission of the Borrowers and that is brought by final and nonappealable judgmentan Indemnitee against another Indemnitee (other than against the arranger or the Administrative Agent in their capacities as such). This Section 11.3.2 [Indemnification by the Borrowers] shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers (i) Without limiting the provisions of subsection (a) or (b) above, each Borrower shall indemnify the Administrative Agent, each Issuing Lender and each Lenderthe L/C Issuer, within 10 days after written demand setting forth the amount and the reasons in reasonable detail therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by such Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto (other than penalties, interest and expenses attributable to gross negligence or willful misconduct), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth the amount of such payment or liability and the reasons therefor in reasonable detail, delivered to a Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Related Party of any of Lender and the foregoing Persons (each such Person being called an “Indemnitee”) from and againstL/C Issuer shall, and hold does hereby, indemnify each Indemnitee harmless fromBorrower and the Administrative Agent, within 10 days after written demand setting forth the amount and the reasons in reasonable detail therefor, against any and all Liabilities Taxes and any and all related costslosses, claims, liabilities, penalties, interest and expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to for such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictionsBorrower or the Administrative Agent) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by or asserted against such Borrower or the Administrative Agent by any Indemnitee Governmental Authority as a result of the failure by such Lender or the L/C Issuer, as the case may be, to which any Indemnitee may become subject, arising out of, in connection withdeliver, or as a result of (i) the execution inaccuracy, inadequacy or delivery of this Agreement or deficiency of, any agreement or instrument contemplated hereby, the performance documentation required to be delivered by the parties hereto of their respective obligations hereunder such Lender or the consummation of L/C Issuer, as the Transactions or any other transactions contemplated herebycase may be, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by 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 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 pursuant to subsection (e). Each Lender and the administration of this Agreement L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or any agreement or instrument contemplated hereby, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other party; provided that such indemnity shall notL/C Issuer, as to any Indemniteethe case may be, be available to the extent that such Liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as determined by a court of competent jurisdiction by final and nonappealable judgment, (y) a material breach by such Indemnitee or any of its Related Parties of its obligations under this Agreement or any other Loan Document determined by against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a court Lender or the L/C Issuer, the termination of competent jurisdiction by final the Aggregate Commitments and nonappealable judgmentthe repayment, satisfaction or discharge of all other Obligations.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agentagree to protect, each Issuing Lender indemnify, pay and hold harmless each Lender, each LC Issuing Bank and each Related Party of any of Agent and their respective directors, officers, agents and employees (collectively, the foregoing Persons (each such Person being called an “Indemnitee”"LC Indemnitees") from and against, and hold each Indemnitee harmless from, against any and all Liabilities and related costsclaims, demands, liabilities, charges, damages, losses, liabilities, costs or expenses and disbursements(including, including without limitation, the reasonable fees, charges fees and disbursements of counsel and allowed costs of internal counsel) which such LC Indemnitee may reasonably incur (or which may be claimed against any counsel (limited such LC Indemnitee by any Person) by reason of or in connection with the execution and delivery or transfer of or payment or failure to a single outside counsel pay under any Letter of Credit or any actual or proposed use of any Letter of Credit, including any claims, demands, liabilities, charges, damages, losses, liabilities, costs or expenses which any LC Issuing Bank may incur by reason of or in connection with the failure of any Lender to fulfill or comply with its obligations to such Indemnitees, taken as a whole, one local counsel LC Issuing Bank hereunder in each relevant jurisdiction connection with any Letter of Credit (which but nothing herein contained shall affect any rights the Borrowers may include a single special counsel acting in multiple jurisdictions) and, solely in have against any such defaulting Lender); provided that the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), Borrowers shall not be required to each group of similarly situated affected Indemnitees taken as a whole) indemnify any LC Indemnitee for any Indemniteeclaims, incurred demands, liabilities, charges, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by or asserted against any Indemnitee or to which any Indemnitee may become subject, arising out of, in connection with, or as a result of (i) the execution willful misconduct or delivery gross negligence of this Agreement or any agreement or instrument contemplated hereby, the performance LC Indemnitee as determined by the parties hereto a final judgment of their respective obligations hereunder or the consummation of the Transactions or a court with competent jurisdiction in determining whether a request presented under any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal issued by 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 it complied with the terms of such Letter of Credit), Credit or (iiiii) any actual or alleged presence or release LC Issuing Bank's failure to pay under any Letter of Hazardous Materials on or from any property owned or operated Credit issued by Holdings, any Borrower or any it after the presentation to it of their Subsidiaries, or any Environmental Claim related a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in any way this subsection (n) is intended to Holdings, any Borrower or any of their Subsidiaries, (iv) any act or omission limit the obligations of the Administrative Agent in connection with the administration Borrowers under any other provision of this Agreement or any agreement or instrument contemplated hereby, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as determined by a court of competent jurisdiction by final and nonappealable judgment, (y) a material breach by such Indemnitee or any of its Related Parties of its obligations under this Agreement or any other Loan Document determined by a court of competent jurisdiction by final and nonappealable judgmentSection 2.05.

Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Issuing Lender and each Lenderthe L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all Liabilities losses, costs (including settlement costs), claims, damages, liabilities and related costs, expenses and disbursements, (including the reasonable fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictionsincluding allocated costs of internal counsel) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)for any Indemnitee), to and shall indemnify and hold harmless each group Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or to which by any Indemnitee may become subject, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the Transactions or any other transactions contemplated herebyhereby 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 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings, any Borrower or any of their its Subsidiaries, or any Environmental Claim Liability related in any way to Holdings, any Borrower or any of their its 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 (viv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Company or any other Loan Party, and regardless of whether any Indemnitee is a party thereto or whether brought by Holdings, any Borrower, any of their Affiliates or equity holders or any other partythereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as are determined by a court of competent jurisdiction by final and nonappealable judgment, judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a material breach claim brought by such Indemnitee or any of its Related Parties of its obligations under this Agreement the Company or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgmentjurisdiction.