Common use of Indemnification by the Loan Parties Clause in Contracts

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent and the Collateral Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party Party, successor and assign of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the reasonable fees, charges and disbursements of counsel, which shall include the fees of one firm of counsel for all Indemnitees, taken as a whole (and, if necessary, the fees of a single firm of local counsel in each appropriate jurisdiction for all Indemnitees, taken as a whole (and, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a an actual or perceived conflict of interest, one additional the fees of another firm of counsel in each relevant jurisdiction to the (and local counsel, if applicable) for such affected Indemnitees similarly situated taken as a wholeIndemnitee))), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its SubsidiariesSubsidiaries or related to any of the Projects, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s Affiliates, directors, equity holders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the reasonable time charges and documented out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the reasonable fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and expenses, to the reasonable time charges and documented out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party the Borrower or any of its SubsidiariesSubsidiary, or any Environmental Claims Liability related in any way to a Loan Party the Borrower or any of its SubsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 non-appealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimjurisdiction.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, charges and disbursements of any counsel for any Indemnitee (which, in the case of legal fees and expensescounsel, shall be limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of (i) one primary counsel to and one additional local counsel in each relevant jurisdiction for the Administrative Agent, (ii) one additional primary counsel, and one additional counsel in each applicable jurisdiction, for all other Indemnitees (taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, whole) and (iii) solely in the case of a an actual or potential conflict of interest, as determined by the affected Indemnitees, one additional counsel in each relevant jurisdiction to the affected Indemnitees (similarly situated taken as a whole), ) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (iA) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (iiB) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiiC) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party the Borrower or any of its SubsidiariesSubsidiary, or any Environmental Claims Liability related in any way to a Loan Party the Borrower or any of its SubsidiariesSubsidiary, or (ivD) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities Indemnitees that do not involve or have not resulted from (A1) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or Arranger and (B2) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), ) and each Lender and the L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expensescounsel, to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local primary counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated (taken as a whole), and, of a single local counsel to the Indemnitees (taken as a whole) in each relevant material jurisdiction (and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of one additional primary firm of counsel for all such affected parties (taken as a whole) and one additional firm of counsel for all such affected parties (taken as a whole) in each relevant material jurisdiction)) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or 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, contributory or sole negligence of the Indemnitee; provided that provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee, or (yB) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (ziii) arise solely from claims a dispute among the Indemnitees (except when and to the extent that one of the Indemnitees party to such dispute was acting in its capacity or in fulfilling its role as Administrative Agent, or any Indemnitee against one similar role under this Agreement or more any other Indemnities Loan Document) that do does not involve or have not resulted from (A) an any act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party the Borrower or any Subsidiaryof its Affiliates. Without limiting the provisions of Section 3.01(c), this This Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, damagescosts, etc. expenses and disbursements arising from any third party claim or any other non-Tax claim.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent and the Collateral Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party Party, successor and assign of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the reasonable fees, charges and disbursements of counsel, which shall include the fees of one firm of counsel for all Indemnitees, taken as a whole (and, if necessary, the fees of a single firm of local counsel in each appropriate jurisdiction for all Indemnitees, taken as a whole (and, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a an actual or perceived conflict of interest, one additional the fees of another firm of counsel in each relevant jurisdiction to (and local counsel, if [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. applicable) for such affected Indemnitees similarly situated taken as a wholeIndemnitee))), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrowers or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its SubsidiariesSubsidiaries or related to any of the Projects, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party or any of such Borrower’s or such Loan Party’s Affiliates, directors, equity holders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the reasonable time charges and documented out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimjurisdiction.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole andfor all Indemnitees, if reasonably necessaryplus, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely (x) in the case event of a conflict of interestinterest as determined in the good faith judgment of each affected Indemnitee, one additional counsel in each relevant jurisdiction to the for all such affected Indemnitees (taken together with all similarly situated taken Indemnitees) and (y) in the event that a special counsel is necessary as a wholedetermined in the good faith judgment of the Administrative Agent, one additional counsel for Administrative Agent), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or 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, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any the Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such other Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent Agents (and any sub-agent thereof), each Lender and the L/C Issuerother Credit Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities liabilities, settlement payments, costs, and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one primary counsel to the Administrative Agent, one primary counsel to the other Indemnitees taken as a whole andwhole, and if reasonably necessary, a single one local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, one specialty counsel for each relevant specialty and solely in the case of a conflict one or more additional counsel if one or more conflicts of interest, or perceived conflicts of interest, arise (which shall be limited to one additional counsel in for each relevant jurisdiction to the group of similar affected Indemnitees similarly situated taken as a wholeIndemnitees)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent Agents (and any sub-agent agents thereof) and its their Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a any Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan PartyParty or any of the Loan Parties’ directors, shareholders or creditors, 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from either (A) the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought Indemnitee or breach in bad faith by any Borrower such Indemnitee of its obligations under this Agreement or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction Document or (zB) arise a dispute solely from among Indemnitees (other than any claims of against any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as the Administrative Agent, Lender, L/C Issuer, arranger Agent or bookrunner or (Bany similar role under the Loan Documents) an and not arising out of any act or omission (or an alleged act or omission) by any Loan Party of the Borrower or any Subsidiaryof its Subsidiaries or Affiliates. Without limiting the provisions limitation of Section 3.01(c), this Section 11.04(b10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. claims or damages arising from any non-Tax claim.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender (including each Swing Line Lender) and the each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called Person, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expensescounsel, to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one (1) primary counsel to for the Indemnitees taken as a whole and, if deemed reasonably necessarynecessary by the Indemnitees, a single of one (1) regulatory and/or local counsel for to the Indemnitees taken as a whole in each relevant jurisdictionapplicable jurisdiction and, and solely in the case event of a any actual or potential conflict of interest, one (1) additional counsel in each relevant jurisdiction for the parties subject to the affected Indemnitees similarly situated such conflict, taken as a wholewhole (provided, that, to the extent that there remains any actual or potential conflict of interest among such Indemnitees, the Loan Parties shall indemnify for an additional counsel for each group of the parties subject to such actual or potential conflict of interest until there no longer exists an actual or potential conflict of interest)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) ), other than such the Indemnitee 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 other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, 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)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the applicable L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property Property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third third-party or by any 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, contributory or sole negligence of the Indemnitee; provided that provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xA) are determined by a court of competent jurisdiction by final and nonappealable final, non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee, (yB) result arise out of any investigation, litigation or proceeding that does not involve an act or omission of or by any Loan Party or any of its Affiliates and is brought by an Indemnitee against any other Indemnitee, provided, that, notwithstanding anything to the contrary in the foregoing provisions of this clause (b)(B), such indemnity shall be available with respect to any Indemnitee to such action that was acting in its capacity as Administrative Agent, an Arranger or other agency capacity, or (C) results from a claim brought by any Borrower or any other a Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other of Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable final, non-appealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(bclause (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 Loan Parties. The Each Loan Parties Party shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Co-Syndication Agent, the Documentation Agent, each Lender, the Swing Line Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, from any and all losseslosses (other than lost profits of such Indemnitee), claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-of pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a an actual or perceived conflict of interest, one additional counsel to all affected Indemnitees taken as a whole, where the affected Indemnitees affected by such conflict notify Borrower of the existence of such conflict (and, if reasonably necessary, of one local counsel in each any relevant jurisdiction to all such Persons, taken as a whole and, solely in the case of such conflict of interest, one additional local counsel to all affected Indemnitees similarly situated taken as a whole), ) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Substances on Materials at, on, under or emanating from any property owned owned, leased or operated by a Loan Party the Borrower or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party the Borrower or any of its Subsidiaries, Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided , provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from (1) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower Indemnitee or any other Loan Party against an Indemnitee for of its Related Parties or (2) a material breach in bad faith of such Indemnitee’s obligations hereunder under this Agreement or under any the other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction Documents or (zy) arise resulting from any proceeding, claim, counterclaim or other action brought by an Indemnitee against another Indemnitee relating to disputes solely from claims among such Indemnitees and not arising out of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of any Loan Party or any Subsidiary, excluding proceedings, claims, counterclaims and other actions against an Indemnitee acting in its capacity as Administrative Agent, Lender, L/C Issuer, arranger Swing Line Lender, Arranger, Co-Syndication Agent or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any SubsidiaryDocumentation Agent. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties Borrower and the Guarantors, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, limited to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one primary outside counsel to the Indemnitees for all such persons taken as a whole (and, if reasonably necessarysolely in the case of a conflict of interest, a single local one additional counsel for the Indemnitees all such persons taken as a whole in each relevant jurisdiction) and if reasonably necessary or appropriate, one local counsel in each relevant jurisdiction (and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholeconflicts counsel), ) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties to the extent arising out of, in connection with, or as a result of (iA) the execution execution, enforcement or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (iiB) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the an L/C Issuer to honor a demand for payment under a Letter of Credit issued by it if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiiC) any actual or alleged presence or release Release of Hazardous Substances on Materials at, on, under or from any property currently or formerly owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (ivD) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower Indemnitee or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s material breach of its obligations hereunder or under any other Loan DocumentDocuments of such Indemnitee, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (zy) arise solely from claims out of any Indemnitee against one investigation, litigation or more other Indemnities proceeding that do does not involve or have not resulted from (A) an act or omission by the Borrower or any other Loan Party and arises solely from a dispute among Indemnitees (except when and to the extent that one of an Indemnitee the parties to such dispute was acting in its capacity as Administrative Agentan agent, Lenderarranger, bookrunner, L/C IssuerIssuer or other agency capacity and, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryin such case, excepting only such party). Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, in the case charges and disbursements of any counsel for any Indemnitee; provided that such legal fees and expenses, expenses shall be limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Indemnitees taken as a whole andprimary counsel, if reasonably necessary, a single one local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, one specialty counsel for each relevant specialty and solely in the case one additional counsel to each group of a conflict affected Persons similarly situated if one or more conflicts of interests, or perceived conflicts of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholearise), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the 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 presence, release, use, generation, manufacture, production, storage, threatened release, discharge or release disposal of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or negligence, willful misconduct or bad faith of such Indemnitee, (y) result from a claim brought by any the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (z) arise result from a dispute solely from claims among Indemnitees and not arising out of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of the Borrower or any of its Subsidiaries or Affiliates (other than any claim against an Indemnitee in its capacity or in fulfilling its role as an Arranger, the Administrative Agent, Lender, the Swingline Lender or an L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any SubsidiaryIssuer hereunder). Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and Lender, the L/C Issuer, each lead arranger and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee, but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one outside counsel to the all Indemnitees (taken as a whole whole) and, if reasonably necessary, a single local counsel for the all Indemnitees (taken as a whole whole) in each relevant jurisdictionjurisdiction and with respect to each relevant specialty, and solely in the case of a an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the affected affect Indemnitees similarly situated taken and take as a whole), ) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) Party and other than such Indemnitee and its Related Parties Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c)) and notwithstanding the foregoing, this Section 11.04(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 Loan Parties. The Without duplication of any Credit Party Expenses or any amounts under Section 2.03, the Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuerother Credit Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, causes of action, damages, liabilities liabilities, settlement payments, costs, and related expenses (but limited, in including the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local any counsel for the Indemnitees taken as a whole in each relevant jurisdictionany Indemnitee but excluding Taxes, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholewhich shall be governed by Section 3.01), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent agents thereof) and its their Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, any bank advising or confirming a Letter of Credit or any other nominated person with respect to a Letter of Credit seeking to be reimbursed or indemnified or compensated, and any third party seeking to enforce the rights of a Borrower, beneficiary, nominated person, transferee, assignee of Letter of Credit proceeds, or holder of an instrument or document related to any Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a any Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Cash Management Bank or other Person which has entered into a Control Agreement with any Credit Party hereunder, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan PartyParty or any of the Loan Parties’ directors, shareholders or creditors, 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, contributory or sole negligence of the Indemnitee; provided that provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xA) arise from a breach of the obligations of such Indemnitee or any of its Related Parties, (B) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or any of its Related Parties, (yC) result from a claim brought by any a Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (zD) arise relate to a dispute solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agentamong Indemnitees and their Related Parties, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimclaims against the Agent in such capacity fulfilling its agency role hereunder.

Indemnification by the Loan Parties. The Each Loan Parties Party shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Swingline Lender and the each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless fromfrom and against, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, but limited, in the case of such legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, solely in the Indemnitees case of an actual or reasonably perceived conflict of interest where an Indemnitee informs the Borrower of such conflict, one additional counsel to all affected Indemnitees, taken as a whole and, if reasonably necessary, a single of one local counsel for in any relevant jurisdiction to all such Persons, taken as a whole and, solely in the Indemnitees case of such conflict of interest, one additional local counsel to all affected Indemnitee taken as a whole in each such relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, 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 the any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Substances Materials on or from any property owned owned, leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, or related expenses (x) are determined by a court of competent jurisdiction jurisdiction, by a final and nonappealable judgment (or a settlement that expressly addresses indemnification) non-appealable judgment, to have resulted from the (x) such Indemnitee’s or any of its Related Parties’ bad faith, gross negligence or willful misconduct of such Indemnitee, misconduct; (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s or any of its Related Parties’ material breach of its obligations hereunder or under any other the Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction Documents or (zy) arise any dispute solely from among Indemnitees or any of their respective Related Parties other than (1) claims arising out of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee Holdings or any of its Subsidiaries or (2) disputes involving Bank of America solely in its capacity as Administrative Agent, Lender, L/C Issuer, arranger Agent or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any SubsidiaryArranger for the Facilities. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Domestic Loan Parties and, subject to clause (e) below, the Foreign Borrowers, shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in including the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local any counsel for any Indemnitee) (collectively, the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole), “Indemnified Liabilities”) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the any L/C Issuer to honor a demand for payment under a Letter of Credit issued by it if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party the Parent or any of its SubsidiariesSubsidiary, or any Environmental Claims Liability related in any way to a Loan Party the Parent or any of its SubsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimjurisdiction.

Indemnification by the Loan Parties. The Each Loan Parties Party shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the reasonable time charges and documented out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Revolving Credit Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a any Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a any Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any the Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(b11.4(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent, the Arrangers, the joint bookrunning managers, each Lender and the Lender, each L/C Issuer, Issuer and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket in reasonable detail fees, charges and disbursements and other charges of one counsel to the all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the all Indemnitees taken as a whole in each relevant jurisdictionjurisdiction material to the interests of the Lenders, in each case, selected by the Administrative Agent and solely in the case of a an actual conflict of interestinterest between Indemnitees where the Indemnitees affected by such conflict inform the Borrower of such conflict, one additional counsel in each relevant jurisdiction material to the interest of the Lenders to each group of affected Indemnitees similarly situated taken as a whole), ) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution preparation, execution, delivery or delivery administration of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby or any amendment or waiver with respect hereto or thereto, the performance by the parties 148 hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (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)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release or threat of Release of Hazardous Substances Materials, at, under, on or from any property owned or facility currently or formerly owned, leased or operated by a Loan Party Holdings or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party Holdings or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee (y) result from a claim brought by any the Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (z) arise solely result from claims the presence, Release or threat of any Indemnitee against one Release of Hazardous Materials or more other Indemnities that do not involve violations of Environmental Laws first occurring or have not resulted from (A) an act first existing after completion of the foreclosure upon the Collateral, granting of a deed-in-lieu of foreclosure with respect to the Collateral or omission similar transfer of an Indemnitee in its capacity as Administrative Agenttitle or possession of the Collateral, Lenderunless such presence, L/C Issuer, arranger release or bookrunner or (B) an act or omission (or an alleged act or omission) violation is actually caused by any Loan Party or any SubsidiarySubsidiary thereof. Without limiting the provisions of Section 3.01(c), this This Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. claims or damages arising from any non-Tax claim.

Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), the Syndication Agent, each Co-Documentation Agent, each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, losses liabilities and related reasonable expenses (but limitedincluding, in the case of legal fees and expenseswithout limitation, to the reasonable and properly documented out-of-pocket fees, and disbursements and other charges of one primary counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single one local counsel per material local jurisdiction for all of the Indemnitees; provided that any Indemnitee shall be entitled to be reimbursed for the Indemnitees taken as a whole in each relevant jurisdictioncosts of additional counsel by the Loan Parties if (x) there are legal defenses available to such Indemnitee for any such claims, damages, losses, and solely liabilities which are different from or additional to the legal defenses of others involved in the case of a such claims, damages, losses and liabilities or (y) there is an actual or potential conflict of interestinterest among such Indemnitee and other Indemnitees or among such Indemnitee and the Loan Parties or one or more of their Affiliates with respect to such claims, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholedamages, losses and liabilities), that may be incurred by or asserted or awarded against any Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a result of defense in connection therewith) (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use made or proposed use of to be made with the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and final, nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), each Lender and the L/C Issuer, Bondholder and each Related Party of any of the foregoing Persons Purchaser or such Bondholder (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedwhich, in the case of legal fees and expenses, shall be limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm as counsel to the Indemnitees such Indemnified PersonsIndemnitees taken as a whole andgroup, if reasonably necessary, a single one firm of local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely and, in the case event of a any perceived or actual conflict of interestinterest (as reasonably determined by such Indemnitee), one additional firm of counsel in each relevant jurisdiction to the for any similarly affected Indemnitees similarly situated taken as a wholepersons), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Obligor or any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Bond Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its the Collateral Agent (and any sub-agent thereof) and their respective Related Parties only, the administration of this Agreement and the other Loan Bond Documents (including in respect of any matters addressed in Section 3.012.13), (ii) any Loan or Letter the purchase of Credit the Bonds or the use or proposed use of the proceeds therefrom (including any refusal by it being agreed that the L/C Issuer to honor indemnification provided herein is not intended as a demand for payment under a Letter guarantee of Credit if the documents presented in connection with such demand do not strictly comply with the terms market value of such Letter of CreditBonds), (iii) solely in the case of the Administrative Agent, as a result of any actual or alleged presence or release of Hazardous Substances on or from purported assignment to any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims related in any way to a Loan Party or any of its SubsidiariesDisqualified Institution being rendered void ab initio, or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Obligor or any Loan Party or any of the Obligor or such Loan Party’s directors, shareholders or creditors, 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from (xi) are the gross negligence or willful misconduct of such Indemnitee or a material breach in bad faith by such Indemnitee of its express material obligations under this Agreement, in each case, as determined by the final, non-appealable judgment of a court of competent jurisdiction or (iii) any proceeding that does not involve an act or omission by final the Loan Parties or any of their Affiliates and nonappealable judgment that is brought by one Indemnitee against any other Indemnitee (other than any claims brought against any Arranger, the Administrative Agent or the Collateral Agent in their respective capacities or fulfilling their respective roles as an arranger or agent in connection with the Bond Documents). Subject to and without limiting the generality of the foregoing sentence, the Obligor agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a settlement result of (1) any Environmental Claim to the extent related in any way to any of the Group Members or the Terminal Storage Facility or (2) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Real Property, any property owned, leased or operated by any predecessor of any of the Group Members or the Terminal Storage Facility, or, to the extent related in any way to any of the Group Members, any property at which any of the Group Members has sent Hazardous Materials for treatment, storage or disposal; provided that expressly addresses indemnification) such indemnity shall not, as to have resulted any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result from the gross negligence or willful misconduct of such Indemnitee, (y) result from Indemnitee or a claim brought by any Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith by such Indemnitee of such Indemnitee’s its express material obligations hereunder or under any other Loan Documentthis Agreement, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimjurisdiction.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the reasonable time charges and documented out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimjurisdiction.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent Agents (and any sub-agent thereof), each Lender and the L/C Issuerother Credit Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities liabilities, settlement payments, costs, and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one primary counsel to the Administrative Agent, one primary counsel to the other Indemnitees taken as a whole andwhole, and if reasonably necessary, a single one local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, one specialty counsel for each relevant specialty and solely in the case of a conflict one or more additional counsel if one or more conflicts of interest, or perceived conflicts of interest, arise (which shall be limited to one additional counsel in for each relevant jurisdiction to the group of similar affected Indemnitees similarly situated taken as a wholeIndemnitees)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent Agents (and any sub-agent agents thereof) and its their Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a any Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan PartyParty or any of the Loan Parties’ directors, shareholders or creditors, 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from either (A) the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower Indemnitee or any other Loan Party against an Indemnitee for a breach in bad faith by such Indemnitee of such Indemnitee’s its obligations hereunder under this Agreement or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (zB) arise a dispute solely from among Indemnitees (other than any claims of against any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as the Administrative Agent, Lender, L/C Issuer, arranger Agent or bookrunner or (Bany similar role under the Loan Documents) an and not arising out of any act or omission (or an alleged act or omission) by any Loan Party of the Lead Borrower or any Subsidiaryof its Subsidiaries or Affiliates. Without limiting the provisions limitation of Section 3.01(c), this Section 11.04(b10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. claims or damages arising from any non-Tax claim.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the reasonable time charges and documented out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimjurisdiction.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the reasonable time charges and documented out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Company or any other Loan Party) other than such the Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, 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)Credit Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any 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, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower the Company or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C IssuerIssuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the reasonable time charges and documented out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (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 the L/C Issuer Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual breach of representations, warranties or alleged presence or release covenants of Hazardous Substances on or from any property owned or operated by a the Loan Party or any of its Subsidiaries, or any Environmental Claims related in any way to a Parties under the Loan Party or any of its SubsidiariesDocuments, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any the Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) jurisdiction. This Section 11.3.2 [Indemnification by any the Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) Parties] shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Notwithstanding the foregoing, each Indemnified Person shall be obligated to refund or return any and all amounts paid by the Borrower under this paragraph to such Indemnified Person to the extent that there is a final judicial determination as a result of which such Indemnified Person is not entitled to indemnification rights with respect to such payment.

Indemnification by the Loan Parties. The Whether or not the transactions contemplated hereby are consummated, the Loan Parties shall indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each L/C Issuer Related Person, each Lender and the L/C Issuertheir respective Affiliates, and the directors, officers, employees, counsel, agents and attorneys-in-fact of each Related Party of any of the foregoing Persons (each such Person being called an collectively the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses and related expenses disbursements (including Attorney Costs but limited, in the case of legal fees and expenses, limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local primary outside counsel for the Indemnitees taken as a whole in each relevant jurisdictionIndemnitees, and solely in to the case of a conflict of interestextent necessary, (x) one additional local counsel in each relevant jurisdiction to for the affected Indemnitees and (y) one counsel for each group of similarly situated taken as a whole)Persons in the case of an actual or asserted conflict of interest among the Administrative Agent and the Lenders) of any kind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties in any way relating to or 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 this Agreement, any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder thereby or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property currently or formerly owned or operated by a Loan Party or any Subsidiary of its Subsidiariesa Loan Party, or any Environmental Claims Liability related in any way to a Loan Party or any Subsidiary of its Subsidiariesa Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, in each case whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by defense of any Loan Partypending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party theretothereto and regardless of whether brought by the Borrower or any third party (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other the Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction Documents or (z) arise a dispute solely from claims of any Indemnitee against one among Indemnitees so long as such dispute does not involve, or more other Indemnities that do not involve or have not resulted from result from, (AI) an act action or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) inaction by any Loan Party or any SubsidiaryAffiliate of a Loan Party or (II) a dispute against the Administrative Agent or any Arranger in its capacity as such. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefore. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitment and the repayment, satisfaction or discharge of all the other Obligations. Without limiting the provisions of Section 3.01(c)3.01, this Section 11.04(b10.05(a) 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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the reasonable time charges and documented out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties Borrower and the Guarantors, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, limited to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one primary outside counsel to the Indemnitees for all such persons taken as a whole (and, if reasonably necessarysolely in the case of a conflict of interest, a single local one additional counsel for the Indemnitees all such persons taken as a whole in each relevant jurisdiction) and if reasonably necessary or appropriate, one local counsel in each relevant jurisdiction (and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholeconflicts counsel), ) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties to the extent arising out of, in connection with, or as a result of (iA) the execution execution, enforcement or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (iiB) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the an L/C Issuer to honor a demand for payment under a Letter of Credit issued by it if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiiC) any actual or alleged presence or release Release of Hazardous Substances on Materials at, on, under or from any property currently or formerly owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (ivD) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable 128 judgment (or a settlement that expressly addresses indemnification) to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower Indemnitee or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s material breach of its obligations hereunder or under any other Loan DocumentDocuments of such Indemnitee, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (zy) arise solely from claims out of any Indemnitee against one investigation, litigation or more other Indemnities proceeding that do does not involve or have not resulted from (A) an act or omission by the Borrower or any other Loan Party and arises solely from a dispute among Indemnitees (except when and to the extent that one of an Indemnitee the parties to such dispute was acting in its capacity as Administrative Agentan agent, Lenderarranger, bookrunner, L/C IssuerIssuer or other agency capacity and, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryin such case, excepting only such party). Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuerother Credit Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities liabilities, settlement payments, costs, and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, disbursements and other charges of counsel, but limited to (i) one firm of outside counsel to the for all Indemnitees taken as a whole and, if reasonably necessary, a single and (ii) one firm of local counsel for the all Indemnitees taken as a whole in each relevant jurisdictionappropriate jurisdiction (provided that, and solely in if an Indemnitee notifies the case Lead Borrower that such firm’s representation of a such Indemnitee would be inappropriate due to an actual or potential conflict of interest, such Indemnitee shall be entitled to engage one additional firm of outside counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholerepresenting such Indemnitee), but excluding Taxes, which shall be governed by Section 3.01), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, or the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, any bank advising or confirming a Letter of Credit and any other Person seeking to enforce the rights of a Borrower, beneficiary, transferee, or assignee or Letter of Credit proceeds or the holder of an instrument or document related to any Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a any Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Controlled Account Bank or other Person which has entered into a control agreement with any Credit Party hereunder, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan PartyParty or any of the Loan Parties’ directors, shareholders or creditors, 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, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or negligence, willful misconduct or bad faith of such Indemnitee, Indemnitee or (y) result from a claim brought by any a Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such other Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(b10.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, the Lenders, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, causes of action, damages, liabilities liabilities, settlement payments, costs, and related expenses (but limitedincluding the reasonable fees, charges and out-of-pocket disbursements of one counsel for all Indemnitees, one specialty counsel and one local counsel in each relevant jurisdiction (which may include a single counsel acting in multiple jurisdictions) for all indemnified persons (and, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a an actual or perceived conflict of interest, one additional where the Indemnitee affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel in each relevant jurisdiction to the for such affected Indemnitees similarly situated taken as a wholeIndemnitee)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebyDocument, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, or the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of CreditCredit or the actions of any other Person seeking to enforce the rights of a Borrower, beneficiary, transferee, or assignee of Letter of Credit proceeds), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a any Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Indemnitee to, a Blocked Account Bank or other Person in connection with or arising under a control agreement entered into in connection with this Agreement with any Indemnitee hereunder, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan PartyParty or any of the Loan Parties’ directors, shareholders or creditors, 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, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from (1) the gross negligence negligence, bad faith, or willful misconduct of such IndemniteeIndemnitee or any of its Related Persons, (y2) result disputes solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an agent or arranger or any similar role hereunder or under any Loan Document and other than any claims arising from an act or omission of a Loan Party) or (3) a claim brought by any the Lead Borrower or any other Loan Party against an Indemnitee for a material intentional 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 (or a settlement that expressly addresses indemnificationits Related Persons’) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryobligations hereunder. Without limiting the provisions of Section 3.01(c), this Section 11.04(b10.4(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, charges and disbursements of counsel for any Indemnitee (which, in the case of legal fees and expensescounsel, shall be limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of (i) one primary outside counsel to for the Indemnitees taken as a whole and, if Administrative Agent and one additional local counsel in each reasonably necessary, necessary jurisdiction after prior consultation with the Borrower (which may be a single local counsel acting in multiple jurisdictions), (ii) one additional primary counsel, and one additional counsel in each reasonably necessary jurisdiction, for the all other Indemnitees (taken as a whole whole) (which may be a single local counsel acting in each relevant jurisdiction, multiple jurisdictions) and (iii) solely in the case of a an actual or potential conflict of interestinterest where the Indemnitees affected by such conflict informs the Borrower of such conflict, one additional counsel in each relevant reasonably necessary jurisdiction to the affected Indemnitees (similarly situated taken as a whole) (which may be a single local counsel acting in multiple jurisdictions), ) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (iA) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (iiB) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiiC) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party the Borrower or any of its SubsidiariesSubsidiary, or any Environmental Claims Liability related in any way to a Loan Party the Borrower or any of its SubsidiariesSubsidiary, or (ivD) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 non-appealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities Indemnitees that do not involve or have not resulted from (A1) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or Arranger (Bin each case, excluding in such Indemnitee’s role as a Lender) and (2) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuerother Credit Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities liabilities, settlement payments, and reasonable and documented out-of-pocket costs and expenses related expenses thereto (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local any counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholeany Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent agents thereof) and its their Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), any bank advising or confirming a Letter of Credit or any other nominated person with respect to a Letter of Credit seeking to be reimbursed or indemnified or compensated, and any third party seeking to enforce the rights of an Borrower, beneficiary, nominated person, transferee, assignee of Letter of Credit proceeds, or holder of an instrument or document related to any Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a any Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or other Person which has entered into a control agreement with any Credit Party hereunder, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan PartyParty or any of the Loan Parties’ directors, shareholders or creditors, 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, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by any a Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s material obligations hereunder or under any other Loan Document, if such Borrower the Borrowers or such Loan Party has obtained a final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely result from claims of any Indemnitee against one or more other Indemnities a dispute that do does not involve or have not resulted from (A) an act or omission of any Loan Party or its Affiliates and that is solely by an Indemnitee against another Indemnitee and does not involve any Indemnitee in its capacity as Administrative Agentas, Lenderor in fulfilling its role as, L/C Issuer, an agent or arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), under this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimAgreement.

Indemnification by the Loan Parties. The Loan Parties Company shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees Indemnitees, taken as a whole andwhole, and if reasonably necessary, a single one local domestic or foreign counsel for in any relevant domestic or foreign jurisdiction, to the Indemnitees Indemnitees, taken as a whole whole, unless the representation of one or more Indemnitees by such counsel would be inappropriate due to the existence of an actual conflict of interest, in which case, upon prior written notice to the Company, the Company shall also be required to reimburse the reasonable out of pocket fees, charges and disbursements of one additional counsel to such affected Indemnitees in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.013.01 or Section 3.08), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Claim related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee (or any of its Related Indemnified Parties), (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims a dispute among the Indemnitees (except when and to the extent that one of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee the Indemnitees party to such dispute was acting in its capacity or in fulfilling its role as Administrative Agent, LenderLead Arranger, L/C Issuer, arranger Swing Line Lender or bookrunner any similar role under this Agreement or (Bany other Loan Document) an that does not involve any act or omission (or an alleged act or omission) by any Loan Party of the Borrower or any Subsidiaryof its Affiliates. Without limiting the provisions of Section 3.01(c) or Section 3.07(i), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket expenses (including the reasonable and documented fees, charges and disbursements and other charges of one outside counsel to the for all Indemnitees (taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, whole) and solely in the case of a an actual or reasonably perceived conflict of interest, one additional counsel in each relevant jurisdiction to the all affected Indemnitees similarly situated Indemnitees, taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, or 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 the L/C Issuer 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 Release of Hazardous Substances Materials on or from any property owned owned, leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or negligence, willful misconduct or bad faith of such IndemniteeIndemnitee or, (y) result from a claim brought by any the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c)3.01, this Section 11.04(b10.04(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 Loan Parties. The Upon written demand (together with reasonable back up documentation) each Loan Parties Party shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer(including each Issuing Lender), and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actual losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of counsel for any Indemnitee (but limited, in the case of legal fees and expenses, limited to the reasonable fee, charges and documented out-of-pocket fees, disbursements and other charges of one firm as counsel to the all Indemnitees taken as a whole and, if reasonably necessary, a single firm local counsel firm for the all Indemnitees taken as a whole in each relevant jurisdictionjurisdiction (which may be a single local counsel firm acting in multiple material jurisdictions), if reasonably necessary, a single regulatory firm as counsel, and solely in the case of a an actual or perceived conflict of interestinterest where the Indemnitee affected by such conflict of interest informs the Borrower in writing of such conflict of interest and thereafter retains its own firm as counsel, one additional firm as counsel in each relevant jurisdiction and one regulatory firm as counsel to the each group of affected Indemnitees similarly situated taken as a whole, in each case, except allocated costs of in-house counsel), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions Transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials of Environmental Concern on or from any property owned or operated by a Loan Party the Borrower or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a any Loan Party Parties or any of its their respective Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, (yx) result from a claim brought by any the Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (zy) arise arising from any dispute solely from among Indemnitees or any of their respective Affiliates other than any claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent, a Lead Arranger, a Lender, L/C Issueran Issuing Lender, arranger or bookrunner or (B) an a similar role under the Facilities and other than any claims arising out of any act or omission (or an alleged act or omission) by of any Loan Party or any Subsidiaryof its Affiliates. Without limiting the provisions of This Section 3.01(c), this Section 11.04(b10.5(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in including the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one primary counsel to the for all Indemnitees taken as a whole collectively and, if reasonably necessary, a single one local counsel for the all Indemnitees taken as a whole collectively in each relevant jurisdictionjurisdiction and, and solely in the case event of a any actual or potential conflict of interest, one additional counsel in for each relevant jurisdiction such Indemnitee subject to the affected Indemnitees similarly situated taken as a wholesuch conflict), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise result from any dispute that (1) is solely from claims among Lenders (except when and to the extent that one of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee the parties to such dispute was acting in its capacity or in fulfilling its role as Administrative Agent, LenderArranger, L/C Issuer, arranger Swing Line Lender or bookrunner other similar capacity under this Agreement or any other Loan Document and, in such case, excepting only such party) and (B2) an act or omission (or an alleged act or omission) by any Loan Party does not arise from the Borrower’s or any Subsidiary’s action or inaction, or breach of its obligations under this Agreement or any other Loan Document or applicable Law. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), ) and each Lender and the L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expensescounsel, to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local primary counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated (taken as a whole), and, of a single local counsel to the Indemnitees (taken as a whole) in each relevant material jurisdiction (and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of one additional primary firm of counsel for all such affected parties (taken as a whole) and one additional firm of counsel for all such affected parties (taken as a whole) in each relevant material jurisdiction)) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Investment Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, 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)Investment Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or 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, contributory or sole negligence of the Indemnitee; provided that provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee, or (yB) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (ziii) arise solely from claims a dispute among the Indemnitees (except when and to the extent that one of the Indemnitees party to such dispute was acting in its capacity or in fulfilling its role as Administrative Agent, or any Indemnitee against one similar role under this Agreement or more any other Indemnities Loan Document) that do does not involve or have not resulted from (A) an any act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party the Borrower or any Subsidiaryof its Affiliates. Without limiting the provisions of Section 3.01(c), this This Section 11.04(b) shall not apply with respect to (x) Taxes other than any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, damagescosts, etc. expenses and disbursements arising from any third party claim or any other non-Tax claimclaim and (y) yield protection matters covered by Section 3.02, which shall be governed exclusively by Section 3.02.

Indemnification by the Loan Parties. The Each Loan Parties Party shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including (i) the reasonable and documented out-of-pocket fees, disbursements fees and other charges expenses of one firm of counsel to the Indemnitees for all Indemnitees, taken as a whole andwhole, (ii) if reasonably necessary, a single local counsel for the Indemnitees all Indemnitees, taken as a whole whole, in each relevant jurisdiction, and (iii) solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to for the affected Indemnitees similarly situated Indemnitees, taken as a whole), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any third party or the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) ), any and its L/C Issuer, and their Related Parties onlyParties, the administration and enforcement of this Agreement and the other Loan Documents (including all such costs and expenses incurred in respect of connection with any matters addressed in Section 3.01proceeding under the United States Bankruptcy Code involving the Borrower or any other Loan Party as a debtor thereunder), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Environmental Claim or Environmental Liability, including with respect to the actual or alleged presence or release Release of Hazardous Substances Materials on or from any property owned or operated by a any Loan Party or any of its Subsidiaries, or any Environmental Claims related in any way to a any Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party theretothereto (including, without limitation, any settlement arrangement arising from or relating to the foregoing); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Affiliates or any of its or their respective officers, directors, employees, agents or advisors (which, in the case of such agents or advisors are acting at the express direction of such Indemnitee), (y) result from a claim brought by any the Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (z) arise solely from claims of relate to any Indemnitee against one or more other Indemnities proceeding that do does not involve or have not resulted from (A) an act or omission of the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee, other than claims against Bank of Montreal in its capacity in fulfilling its role as Administrative Agent, Lender, L/C Issuer, an agent or arranger or bookrunner or any other similar role under the Revolving Facility. This subsection (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(bb) 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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in including the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local any counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholeany Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Company or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Substances Materials on or from any property owned owned, leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any Borrower the Company or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower the Company or such Loan Party has obtained a final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), the Sole Structuring Agent, the Sole Syndication Agent, the Sole Documentation Agent, the Joint Bookrunning Managers, each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, losses liabilities and related reasonable expenses (but limitedincluding, in the case of legal fees and expenseswithout limitation, to the reasonable and properly documented out-of-pocket fees, and disbursements and other charges of one primary counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single one local counsel per material local jurisdiction for all of the Indemnitees; provided that any Indemnitee shall be entitled to be reimbursed for the Indemnitees taken as a whole in each relevant jurisdictioncosts of additional counsel by the Loan Parties if (x) there are legal defenses available to such Indemnitee for any such claims, damages, losses, and solely liabilities which are different from or additional to the legal defenses of others involved in the case of a such claims, damages, losses and liabilities or (y) there is an actual or potential conflict of interestinterest among such Indemnitee and other Indemnitees or among such Indemnitee and the Loan Parties or one or more of their Affiliates with respect to such claims, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholedamages, losses and liabilities), that may be incurred by or asserted or awarded against any Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a result of defense in connection therewith) (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Administra- tive 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)Documents, (ii) any Loan or Letter of Credit or the use made or proposed use of to be made with the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and final, nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower Indemnitee or any other Loan Party against an Indemnitee for a breach in bad faith Related Person 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimIndemnitiee.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the reasonable time charges and documented out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that (i) the Borrower shall not be liable for legal fees and expenses of legal counsel with respect to any individual claims, damages, losses, liabilities or expenses of more than one primary counsel, one local counsel and, in the case of an actual or perceived conflict of interest, one conflicts counsel to all affected Indemnitees, taken as a whole, (ii) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction (it being understood and agreed that each Indemnitee shall be obligated to refund or return any and all amounts paid by the Borrower under this clause (zii) to such Indemnitee for any such claims, damages, losses, liabilities or expenses to the extent such Indemnitee (or any of its Affiliates) is found in a final, nonappealable judgment by a court of competent jurisdiction not to be entitled to payment of such amounts in accordance with the terms hereof) and (iii) the Borrower shall not be liable for claims, damages, losses, liabilities or expenses that arise from a dispute solely from among Indemnitees (other than any claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee Xxxxx Fargo Bank, National Association in its capacity as Administrative Agent, Lender, L/C Issuer, arranger Swingline Lender or bookrunner similar capacity or in its capacity as Arranger) (Bit being understood and agreed that each Indemnitee shall be obligated to refund or return any and all amounts paid by the Borrower under this clause (iii) an act to such Indemnitee for any such claims, damages, losses, liabilities or omission expenses, to the extent such Indemnitee (or an alleged act any of its Affiliates) is found in a final, nonappealable judgment by a court of competent jurisdiction not to be entitled to payment of such amounts in accordance with the terms hereof), solely to the extent that the underlying dispute does not arise as a result of any action, inaction or omission) representation of, or information provided by any Loan Party or on behalf of, the Borrower or any Subsidiaryof its Subsidiaries. The Borrower shall not, without the prior written consent of any Indemnitee, effect any settlement of any pending or threatened proceeding in respect of which such Indemnitee is a party and indemnity has been sought hereunder by such Indemnitee, unless such settlement (x) includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability or claims that are the subject matter of such indemnity, (y) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnitee and (z) contains customary confidentiality provisions with respect to the terms of such settlement. The Borrower shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably conditioned, withheld or delayed). Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof)Agent, each Issuing Lender and the L/C Issuereach Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) ), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local any counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other the Loan Document Documents or any agreement or instrument contemplated hereby or therebypursuant thereto, the performance by the parties hereto thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)connection therewith, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials under, at, on or from any property owned owned, leased or operated by a the Loan Party Parties or any of its their Subsidiaries, or any Environmental Claims Liability related in any way to a the Loan Party Parties or any of its their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof)Agent, each Issuing Lender and the L/C Issuereach Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) ), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local any counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other the Loan Document Documents or any agreement or instrument contemplated hereby or therebypursuant thereto, the performance by the parties hereto thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)connection therewith, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials under, at, on or from any property owned owned, leased or operated by a the Loan Party Parties or any of its their Subsidiaries, or any Environmental Claims Liability related in any way to a the Loan Party Parties or any of its their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result Indemnitee or its Related Parties or from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of the agreements of such Indemnitee’s obligations hereunder Indemnitee or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimRelated Parties.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented expenses (but limitedincluding the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee (which, in the case of legal fees and expensescounsel, shall be limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of (x) one (1) primary counsel to and one (1) additional local counsel in each relevant jurisdiction for the Indemnitees Indemnitees, taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdictionwhole, and (y) solely in the case of a an actual or potential conflict of interest, as determined by the affected Indemnitees, one (1) additional counsel in each relevant jurisdiction to the affected Indemnitees (similarly situated taken as a whole))), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee, (yB) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a the material breach in bad faith by such Indemnitee of such Indemnitee’s its express obligations hereunder or under any other the Loan DocumentDocuments pursuant to a claim initiated solely by the Borrower, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (zC) arise any dispute solely from claims among Indemnitees (not arising as a result of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission by the Borrower or any of an Indemnitee its Subsidiaries or Affiliates) other than claims against Bank of America in its capacity or fulfilling its role as the Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Agent under the Loan Party or any SubsidiaryDocuments. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), each Lender and the L/C Issuer, Bondholder and each Related Party of any of the foregoing Persons Purchaser or such Bondholder (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedwhich, in the case of legal fees and expenses, shall be limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm as counsel to the Indemnitees such Indemnified Persons taken as a whole andgroup, if reasonably necessary, a single one firm of local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely and, in the case event of a any perceived or actual conflict of interestinterest (as reasonably determined by such Indemnitee), one additional firm of counsel in each relevant jurisdiction to the for any similarly affected Indemnitees similarly situated taken as a wholepersons), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Obligor or any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Bond Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its the Collateral Agent (and any sub-agent thereof) and their respective Related Parties only, the administration of this Agreement and the other Loan Bond Documents (including in respect of any matters addressed in Section 3.012.13), (ii) any Loan or Letter the purchase of Credit the Bonds or the use or proposed use of the proceeds therefrom (including any refusal by it being agreed that the L/C Issuer to honor indemnification provided herein is not intended as a demand for payment under a Letter guarantee of Credit if the documents presented in connection with such demand do not strictly comply with the terms market value of such Letter of CreditBonds), (iii) solely in the case of the Administrative Agent, as a result of any actual or alleged presence or release of Hazardous Substances on or from purported assignment to any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims related in any way to a Loan Party or any of its SubsidiariesDisqualified Institution being rendered void ab initio, or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Obligor or any Loan Party or any of the Obligor or such Loan Party’s directors, shareholders or creditors, 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from (xi) are the gross negligence or willful misconduct of such Indemnitee or a material breach in bad faith by such Indemnitee of its express material obligations under this Agreement, in each case, as determined by the final, non-appealable judgment of a court of competent jurisdiction or (iii) any proceeding that does not involve an act or omission by final the Loan Parties or any of their Affiliates and nonappealable judgment that is brought by one Indemnitee against any other Indemnitee (other than any claims brought against any Arranger, the Administrative Agent or the Collateral Agent in their respective capacities or fulfilling their respective roles as an arranger or agent in connection with the Bond Documents). Subject to and without limiting the generality of the foregoing sentence, the Obligor agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a settlement result of (1) any Environmental Claim to the extent related in any way to any of the Group Members or the Terminal Storage Facility or (2) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Real Property, any property owned, leased or operated by any predecessor of any of the Group Members or the Terminal Storage Facility, or, to the extent related in any way to any of the Group Members, any property at which any of the Group Members has sent Hazardous Materials for treatment, storage or disposal; provided that expressly addresses indemnification) such indemnity shall not, as to have resulted any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result from the gross negligence or willful misconduct of such Indemnitee, (y) result from Indemnitee or a claim brought by any Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith by such Indemnitee of such Indemnitee’s its express material obligations hereunder or under any other Loan Documentthis Agreement, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimjurisdiction.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, charges and disbursements of any counsel for any Indemnitee (which, in the case of legal fees and expensescounsel, shall be limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of (i) one primary counsel to and one additional local counsel in each relevant jurisdiction for the Administrative Agent, (ii) one additional primary counsel, and one additional counsel in each applicable jurisdiction, for all other Indemnitees (taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, whole) and (iii) solely in the case of a an actual or potential conflict of interest, as determined by the affected Indemnitees, one additional counsel in each relevant jurisdiction to the affected Indemnitees (similarly situated taken as a whole), ) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party the Borrower or any of its SubsidiariesSubsidiary, or any Environmental Claims Liability related in any way to a Loan Party the Borrower or any of its SubsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or book manager and (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to for all Indemnitees, plus, (x) in the event of a conflict or potential conflict of interest as determined in the reasonable judgment of any Indemnitee, reasonably necessary additional counsel for all such affected Indemnitees taken and (y) in the event that special local or foreign counsel is necessary as a whole anddetermined in the reasonable judgment of the Administrative Agent, if the fees, charges and disbursements of reasonably necessary, a single necessary special local or foreign counsel for the Indemnitees taken as a whole in each relevant jurisdictionAdministrative Agent) but excluding Taxes which are the subject matter of Section 3.01 other than the net amount of any Taxes related to amounts paid pursuant to this Section 11.04(b)), and solely in the case shall indemnify and hold harmless each Indemnitee from all reasonable documented fees and time charges and disbursements for attorneys who may be employees of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any the Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do does not directly involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any a Loan Party or any Subsidiaryof its Affiliates and is brought by an Indemnitee against any other Indemnitee (any claim covered by clauses (x), (y) or (z), a “Barred Claim”). Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. It is understood and agreed that the Administrative Agent may determine, in its discretion, the one counsel for all Indemnitees referenced in this subsection (b); provided, however, that upon the written request of the Required Lenders (subject to the proviso in Section 10.03(b)), the Administrative Agent shall, pursuant to such written request, engage a different counsel to serve as the one counsel for all Indemnitees referenced in this subsection (b).

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of (x) one primary counsel to the Indemnitees taken as a whole andwhole, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely (y) in the case of a any actual or potential conflict of interest, one additional counsel to each group of similarly situated Indemnitees, (z) if and to the extent necessary (as determined by the Administrative Agent in its reasonable discretion), of special counsel in each relevant specialty and one local counsel in each relevant jurisdiction to (and, in the affected Indemnitees similarly situated taken case of any actual or potential conflict of interest, additional special and local counsel, as a wholeapplicable)), in each case, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including any Indemnitee’s reliance on any Communication executing using an Electronic Signature or in the form of an Electronic Record), the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (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 the any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that provided, that, such indemnity shall not, (A) as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or breach of such Indemnitee, ’s funding obligations under this Agreement or (yB) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a breach in bad faith dispute solely among the Indemnitees (except when and to the extent that one of the Indemnitees party to 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee dispute was acting in its capacity as Administrative Agent, LenderArranger, L/C Issuer, arranger Issuer or bookrunner or (BSwingline Lender) an with respect to which no act or omission (or an alleged act or omission) by any Loan Party the Borrower or any Subsidiaryof its Affiliates is the basis for any claim in such dispute. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender Lender, and the L/C Issuer, Issuer and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (including the reasonable and other documented fees, charges and disbursements of (x) one primary counsel to the Indemnitees taken as a whole andwhole, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely (y) in the case of a any actual or potential conflict of interest, one additional counsel to each group of similarly situated Indemnitees, (z) if and to the extent necessary (as determined by the Administrative Agent in its reasonable discretion), of special counsel in each relevant specialty and one local counsel in each relevant jurisdiction to (and, in the affected Indemnitees similarly situated taken case of any actual or potential conflict of interest, additional special and local counsel, as a wholeapplicable))), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including any Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, that such Indemnitee reasonably believes is made by an authorized Person), the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (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 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 Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.120 CHAR1\1816984v1CHAR1\1816984v7

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the reasonable fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and expenses, to the reasonable time charges and documented out-of-pocket fees, disbursements for attorneys who may be employees of any Indemnitee (provided fees and other time charges of one attorneys who are employees shall only be charged if outside counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole), is not retained) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements of a single law firm chosen by the Administrative Agent for all such Indemnitees, taken together, and other charges of one local counsel to the Indemnitees taken as a whole and, if reasonably necessary, in each appropriate jurisdiction (which may include a single law firm as special or local counsel for the Indemnitees taken as a whole acting in each relevant jurisdictionmultiple jurisdictions), and solely except that in the case of where an Indemnitee determines in good faith that a conflict of interestinterest does or may exist in connection with such legal representation and such Indemnitee advises the Borrower of such conflict and engages its own separate counsel, one additional the reasonable and documented fees, charges and disbursements of such separate counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholeshall also be paid or reimbursed), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent 118 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 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 Substances Materials on or from any property owned owned, leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee or, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) involving an act or omission of the Borrower and that is brought by an Indemnitee against another Indemnitee (other than against the Arranger or the Administrative Agent in its capacity their capacities as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiarysuch). Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall jointly and severally indemnify the Administrative each Agent (and any sub-agent thereof), the Arranger, each Lender and the each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses and settlement costs (but limited, in the case of legal fees and expensescounsel to such Indemnitees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one a single firm of counsel to the for all Indemnitees taken as a whole and, if reasonably necessary, a single firm of local counsel for the to such Indemnitees taken as a whole in each relevant jurisdictionjurisdiction (and, and solely in the case of a conflict of interest, one additional firm of counsel to each affected Indemnitee and, if reasonably necessary, one additional firm of local counsel to each affected Indemnitee in each any relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholejurisdiction)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on Material on, at, under or from any property owned or operated by a Loan Party the U.S. Borrower or any of its the Subsidiaries, or any Environmental Claims Claim related in any way to a Loan Party the U.S. Borrower or any of its the Subsidiaries, or (iv) any actual or prospective threatened claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or party, by any Loan Party or any equity holder or creditor of a Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, expenses or related expenses (x) settlement costs are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, and provided further that Article III (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a breach in bad faith instead 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b10.04) shall not apply govern indemnity with respect to the matters addressed in such Article (including, without limitation, Taxes), except that Taxes other than any Taxes that represent representing losses, claims, damages, etc. arising from any ., with respect to a non-Tax claim may be covered by this Section 10.04(b) (without duplication of Article III). The U.S. Borrower agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to U.S. Borrower, its Subsidiaries or Affiliates or to U.S. Borrower’s or Holdings’ equity holders or creditors arising out of, related to or in connection with any aspect of the Transaction or the Loan Documents, except to the extent of direct (as opposed to special, indirect, consequential or punitive) damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. It is further agreed that the Lenders shall only have liability to U.S. Borrower (as opposed to any other Person). Notwithstanding any other provision of the Loan Documents, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual 161 damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction. The Loan Parties shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding against an Indemnitee in respect of which indemnity could have been sought hereunder by such Indemnitee unless (i) such settlement includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such claim, litigation, investigation or proceeding and (ii) does not include any statement as to any admission of fault, culpability, wrong-doing or a failure to act by or on behalf of such Indemnitee. The Loan Parties shall not be liable for any settlement of any claim, litigation, investigation or proceeding effected without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Loan Parties, but if settled with the written consent of the Loan Parties, the Loan Parties agree to indemnify and hold harmless each Indemnitee from and against any and all claims, damages, losses, liabilities and expenses by reason of such claim, litigation, investigation or proceeding in accordance with and to the extent provided in the other provisions of this Section 10.04.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent, the Arrangers, the joint bookrunning managers, each Lender and the Lender, each L/C Issuer, Issuer and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses ​ ​ 170 ​ (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket in reasonable detail fees, charges and disbursements and other charges of one counsel to the all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the all Indemnitees taken as a whole in each relevant jurisdictionjurisdiction material to the interests of the Lenders, in each case, selected by the Administrative Agent and solely in the case of a an actual conflict of interestinterest between Indemnitees where the Indemnitees affected by such conflict inform the Borrower of such conflict, one additional counsel in each relevant jurisdiction material to the interest of the Lenders to each group of affected Indemnitees similarly situated taken as a whole), ) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution preparation, execution, delivery or delivery administration of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby or any amendment or waiver with respect hereto or thereto, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (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 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 Substances on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.Documents,

Indemnification by the Loan Parties. The Each Loan Parties Party shall indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, each Lender and the L/C IssuerIssuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless fromfrom (and shall reimburse each Indemnitee as the same are incurred), any and all losses, claims (including inter-party claims), damages, liabilities and related expenses (but limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the reasonable time charges and documented out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrowers or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a the Borrowers, any Collateral Pool Loan Party or any of its their Subsidiaries, or any Environmental Claims Liability related in any way to a the Borrowers, any Collateral Pool Loan Party or any of its their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee or any of its Related Parties, (y) result from a claim brought by any Borrower the Borrowers or any other Loan Party against an Indemnitee for a 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 non-appealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (z) arise from a dispute solely from claims of any among the applicable Indemnitee against one or more other Indemnities that do and its Related Parties, if the underlying dispute does not involve or have not resulted from (A) an act or omission arise as a result of an action, inaction or representation of, or information provided by or on behalf of, the Loan Parties or their Subsidiaries or Affiliates or (B) relate to any action of such Indemnitee in its capacity as Administrative Agent, Arranger, Issuing Lender or Swingline Loan Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of This Section 3.01(c), this Section 11.04(b13.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Loan Parties. The Loan Parties shall shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C IssuerLender, each Arranger, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, charges and disbursements of (i) one (1) counsel for the Indemnitees, taken together, (ii) one (1) local or foreign counsel in each relevant jurisdiction for the Indemnitees, taken together, and (iii) in the case of legal fees and expensesany actual or perceived conflict of interest with respect to any of the counsel identified in clauses (i) through (ii) above, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one (1) additional counsel to the Indemnitees each group of affected Persons similarly situated, taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely (which in the case of a conflict of interest, clause (ii) shall allow for up to one (1) additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholejurisdiction)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (iA) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (iiB) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iiiC) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party the Company or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party the Company or any of its Subsidiaries, or (ivD) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses either (x) (1) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the bad faith, gross negligence or willful misconduct of such IndemniteeIndemnitee or any of its controlled affiliates or any directors, officers, employees, partners, representatives, advisors or agents acting at the direction of such Indemnitee or (y2) result from a claim brought by any Borrower the Company or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower the Company or such other Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (zy) arise solely from claims disputes solely between or among Indemnitees (except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent, an Arranger or any Indemnitee against one or more other Indemnities that do not involve or have not resulted from of their respective Related Parties (A) an act or omission of an Indemnitee in each case, acting in its capacity as such) by the other Indemnitees, the Administrative Agent, Lendersuch Arranger or such Related Party, L/C Issueras applicable, arranger shall be entitled (subject to the other limitations and exceptions set forth in this proviso) to the benefit of such indemnification) not relating to or bookrunner in connection with acts or (B) an act or omission (or an alleged act or omission) omissions by the Company, any Loan Party of its Subsidiaries or any Subsidiary. Without limiting of the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimtheir respective Affiliates.

Indemnification by the Loan Parties. The Each Loan Parties Party shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including (i) the reasonable and documented out-of-pocket fees, disbursements fees and other charges expenses of one firm of counsel to the Indemnitees for all Indemnitees, taken as a whole andwhole, (ii) if reasonably necessary, a single local counsel for the Indemnitees all Indemnitees, taken as a whole whole, in each relevant jurisdiction, and (iii) solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to for the affected Indemnitees similarly situated Indemnitees, taken as a whole), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any third party or the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) ), any and its L/C Issuer, and their Related Parties onlyParties, the administration and enforcement of this Agreement and the other Loan Documents (including all such costs and expenses incurred in respect of connection with any matters addressed in Section 3.01proceeding under the United States Bankruptcy Code involving the Borrower or any other Loan Party as a debtor thereunder), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Environmental Claim or Environmental Liability, including with respect to the actual or alleged presence or release Release of Hazardous Substances Materials on or from any property owned or operated by a any Loan Party or any of its Subsidiaries, or any Environmental Claims related in any way to a any Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party theretothereto (including, without limitation, any settlement arrangement arising from or relating to the foregoing); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Affiliates or any of its or their respective officers, directors, employees, agents or advisors (which, in the case of such agents or advisors are acting at the express direction of such Indemnitee), (y) result from a claim brought by any the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of relate to any Indemnitee against one or more other Indemnities proceeding that do does not involve or have not resulted from (A) an act or omission of the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee, other than claims against BMO Xxxxxx Bank, N.A. in its capacity in fulfilling its role as Administrative Agent, Lender, L/C Issuer, an agent or arranger or bookrunner or any other similar role under the Revolving Facility. This subsection (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(bb) 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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actual losses, claims, damages, liabilities and related expenses (but limited, in including the case of legal reasonable and documented fees and expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one primary (and appropriate foreign and local counsel in applicable foreign and local jurisdictions, but limited to the Indemnitees taken as a whole one local counsel in each such jurisdiction) counsel for all Indemnitees, and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a an actual or perceived conflict of interest, one additional counsel (and one additional foreign and local counsel in each relevant jurisdiction applicable jurisdiction) to the all affected Indemnitees similarly situated taken as a wholeIndemnitees), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any and Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such any Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender, the Swingline Lender and the each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented invoiced out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local primary counsel for the Indemnitees and one local counsel as necessary in each appropriate jurisdiction for the Indemnitees, taken as a whole in each relevant jurisdictionwhole, and and, solely in the case event of a conflict of interestinterest (where the indemnitees inform the Company of such conflict), one additional counsel in each relevant jurisdiction to the affected Indemnitees each group of similarly situated Indemnitees, taken as a whole, and settlement costs), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Company or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including any Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, that such Indemnitee reasonably believes is made by any Responsible Officer of the applicable Loan Party), the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (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 the any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its SubsidiariesSubsidiaries to the extent 131 such losses, claims, damages, liabilities or related expenses of any Indemnitee result (directly or indirectly) from (or is incidental to) the Indemnitees’ relationship with the Loan Parties and their Subsidiaries under the Loan Documents and the transactions contemplated hereunder, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any other 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, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or negligence, willful misconduct or bad faith of such Indemnitee, (yB) result from a claim brought by any Borrower the Company or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s material obligations hereunder or under any other Loan Document, if such Borrower the Company or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (zC) arise from a dispute solely from claims of among Indemnitees that does not involve, result from, or relate to, directly or indirectly, any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee by the Loan Parties or their respective Affiliates (other than a claim against a party hereto solely in its capacity as Administrative Agent, Swingline Lender, an L/C Issuer, arranger Arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party Administrative Agent or any Subsidiaryother Person performing a similar role under the Loan Documents). Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent Lender (and any sub-agent thereof), each Lender and the L/C Issuer, and each of its Related Party of any of the foregoing Persons Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local any counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole), any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, or 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 the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party the Borrower or any of its SubsidiariesSubsidiary, or any Environmental Claims Liability related in any way to a Loan Party the Borrower or any of its SubsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (including fees, charges and disbursements of counsel for such Indemnitee) (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one disputes between or more other Indemnities among Indemnitees that do not involve or have not resulted from (A) an act or omission by (1) the Borrower, any Subsidiary or any Affiliate of an Indemnitee the Borrower or (2) the Lender acting in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiarysuch. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent Agents (and any sub-agent thereof), each Lender and the L/C Issuerother Credit Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities liabilities, settlement payments, costs, and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one primary counsel to the Administrative Agent, one primary counsel to the other Indemnitees taken as a whole andwhole, and if reasonably necessary, a single one local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction 160 11238955v2211516251 jurisdiction, one specialty counsel for each relevant specialty and one or more additional counsel if one or more conflicts of interest, or perceived conflicts of interest, arise (which shall be limited to the one counsel for each group of similar affected Indemnitees similarly situated taken as a wholeIndemnitees))counsel), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent Agents (and any sub-agent agents thereof) and its their Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a any Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan PartyParty or any of the Loan Parties’ directors, shareholders or creditors, 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from either (A) the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought Indemnitee or breach in bad faith by any Borrower such Indemnitee of its obligations under this Agreement or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction Document or (zB) arise a dispute solely from among Indemnitees (other than any claims of against any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as the Administrative Agent, Lender, L/C Issuer, arranger Agent or bookrunner or (Bany similar role under the Loan Documents) an and not arising out of any act or omission (or an alleged act or omission) by any Loan Party of the Lead Borrower or any Subsidiaryof its Subsidiaries or Affiliates. Without limiting the provisions limitation of Section 3.01(c), this Section 11.04(b10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. claims or damages arising from any non-Tax claim.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent and the Collateral Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party Party, successor and assign of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the reasonable fees, charges and disbursements of counsel, which shall include the fees of one firm of counsel for all Indemnitees, taken as a whole (and, if necessary, the fees of a single firm of local counsel in each appropriate jurisdiction for all Indemnitees, taken as a whole (and, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a an actual or perceived conflict of interest, one additional the fees of another firm of counsel in each relevant jurisdiction to the (and local counsel, if applicable) for such affected Indemnitees similarly situated taken as a wholeIndemnitee))), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrowers or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its SubsidiariesSubsidiaries or related to any of the Projects, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party or any 152 of such Borrower’s or such Loan Party’s Affiliates, directors, equity holders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedlimited in the case of the fees, charges and disbursements of any counsel for the Indemnitees, to one primary counsel to the Indemnitees, taken as a whole, and, if necessary, one firm of local counsel to the Indemnitees in each relevant jurisdiction and, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a any actual or potential conflict of interest, one additional counsel in to each relevant jurisdiction to the affected Indemnitees group of similarly situated taken as a whole), Indemnitees) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its SubsidiariesSubsidiaries to the extent such losses, claims, damages, liabilities or related expenses of any Indemnitee result (directly or indirectly) from (or is incidental to) the Indemnitee’s relationship with the Loan Parties and their Subsidiaries under the Loan Documents and the transactions contemplated hereunder, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims out of any Indemnitee against one investigation, litigation or more other Indemnities proceeding that do does not involve or have not resulted from (A) an act or omission by the Borrower or any of an Indemnitee its Affiliates and arises solely from a dispute among Indemnitees (except when and to the extent that one of the parties to such dispute was acting in its capacity as Administrative Agentan agent, Lenderarranger, bookrunner, L/C IssuerIssuer or other agency or similar capacity and, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryin such case, excepting only such party and its Related Parties). Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, charges and disbursements of any counsel for any Indemnitee (which, in the case of legal fees and expensescounsel, shall be limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of (i) one primary counsel to and one additional local counsel in each relevant jurisdiction for the Administrative Agent, (ii) one additional primary counsel, and one additional counsel in each applicable jurisdiction, for all other Indemnitees (taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, whole) and (iii) solely in the case of a an actual or potential conflict of interest, as determined by the affected Indemnitees, one additional counsel in each relevant jurisdiction to the affected Indemnitees (similarly situated taken as a whole), ) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or 136 as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party the Borrower or any of its SubsidiariesSubsidiary, or any Environmental Claims Liability related in any way to a Loan Party the Borrower or any of its SubsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities Indemnitees that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or and (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee but limited, limited in the case of legal fees fees, charges and expenses, disbursements of counsel of the Indemnitees to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one (1) primary counsel for the Indemnitees, taken as a whole, and, if the Indemnitees reasonably determine that primary counsel does not have the relevant specialty or local expertise, of one (1) special counsel to the Indemnitees Indemnitees, taken as a whole andwhole, if reasonably necessary, a single in each relevant specialty and one (1) local counsel for to the Indemnitees Indemnitees, taken as a whole whole, in each relevant material jurisdiction, and solely and, in the case event of a any actual or potential conflict of interest, one (1) additional counsel in for each relevant jurisdiction to the affected Indemnitees group of similarly situated taken as a wholeIndemnitees subject to such conflict), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and 129 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 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 Substances Materials on or from any property owned owned, leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely result from claims of a claim not involving any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of any Loan Party and that is brought by an Indemnitee or any of its Related Parties against another Indemnitee (other than against an Arranger or the Administrative Agent in its capacity their capacities as Administrative Agentsuch); provided, Lenderfurther, L/C Issuer, arranger that each Indemnitee shall refund or bookrunner or (B) an act or omission (or an alleged act or omission) return any and all amounts paid by any Loan Party or any Subsidiarypursuant to this Section 11.04(b) to the extent a court if competent jurisdiction determines by final and non-appealable judgment that such Indemnitee is not entitled to such amounts. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee, but limited to the fees, disbursements and other charges of one counsel to the Indemnitees taken as a whole principal counsel, and, if reasonably necessary, a single of one local counsel for the Indemnitees taken as a whole in each relevant appropriate jurisdiction, and solely in each case, for all Indemnitees (and, in the case of a an actual or perceived conflict of interestinterest where the Indemnitee affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, one additional counsel in each relevant jurisdiction to the for all such affected Indemnitees similarly situated taken as a wholeIndemnitees)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Substances Materials on or from any property owned owned, leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.Liability

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses including the fees, charges and disbursements of one counsel for the Administrative Agent (but limitedand, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a an actual or perceived conflict of interest, one where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of an additional counsel in for each relevant jurisdiction to the group of affected Indemnitees similarly situated situated, taken as a whole), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Substances on Materials at, on, under or emanating from any property owned owned, leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee or the Borrower or any other Loan Party is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from (A) the gross negligence or willful misconduct of such IndemniteeIndemnitee or (B) a material breach of the obligations of such Indemnitee (except if such Indemnitee is the Administrative Agent) under the Loan Documents, (y) result from a material claim brought by any the Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (z) arise solely result from claims of any Indemnitee solely against one or more other Indemnities Indemnitees (and not by one or more Indemnitees against the Administrative Agent or the Arrangers in such capacity) that do not involve or have not resulted from (A) an act the action, inaction, participation or omission contribution of an Indemnitee in the Borrower or its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party Subsidiaries or any Subsidiary. Without limiting the provisions of Section 3.01(c)their respective officers, this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent lossesdirectors, claimsstockholders, damagespartners, etc. arising from any non-Tax claimmembers, employees, agents, representatives or advisors.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in including the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local any counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholeany Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including, without the 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 contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (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 thereof (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Substances Materials on or from any property owned owned, leased or operated by a Loan Party the Borrower or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or the Borrower’s or such Loan Party’s directors, shareholders or creditors, 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any the Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c3.01(d), this Section 11.04(b10.04(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 Loan Parties. The Loan Parties shall shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof)Agent, each Issuing Lender and the L/C Issuereach Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) ), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local any counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other the Loan Document Documents or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)hereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials under, at, on or from any property owned owned, leased or operated by a the Loan Party Parties or any of its their Subsidiaries, or any Environmental Claims Liability related in any way to a the Loan Party Parties or any of its their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a breach in bad faith . Table 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.Contents

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local (1) firm of counsel for the such Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated (taken as a whole), and, if necessary, one (1) firm of local counsel in each appropriate jurisdiction for such Indemnitees (taken as a whole) (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of one (1) additional firm of counsel for all such affected Indemnitees (taken as a whole))) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party theretothereto (it being agreed that the Administrative Agent shall make a good faith effort to advise such Indemnitee of any such claim, litigation, investigation or proceeding), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided provided, that, that 119 such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xA) are determined found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the such Indemnitee’s gross negligence negligence, bad faith or willful misconduct misconduct, or a material breach of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a breach in bad faith the obligations 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 (or a settlement that expressly addresses indemnificationany of such Indemnitee’s controlled affiliates) in its favor on such claim as determined by a court of competent jurisdiction under the Loan Documents, or (zB) arise solely from claims out of any Indemnitee against one or more other Indemnities disputes between and among Indemnitees that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any a Loan Party or any Subsidiaryof its Affiliates (other than any such claim, litigation or proceeding brought against any such Indemnitee solely in its capacity as, or in the fulfillment of its role as, an agent, Administrative Agent, collateral agent, Arranger or other similar role under the Loan Documents). Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall jointly and severally indemnify the Administrative each Agent (and any sub-agent thereof), each Lender (solely in their capacity as such pursuant to this Agreement and the L/C Issuer, not in their capacity as Prepetition Term Agent or Prepetition Term Lender) and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actual out-of-pocket losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees counsel and expenses, advisors limited to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of (i) one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local primary U.S. counsel for the Indemnitees taken Administrative Agent and one Canadian counsel, (ii) Wachtell, in its capacity as a whole in each relevant jurisdiction, U.S. counsel for certain of the Lenders and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction of Virginia and Canada for such Lenders and (iii) Xxxxxxxx Xxxxx and BRG as financial advisors, incurred, suffered, sustained or required to the affected Indemnitees similarly situated taken as a whole)be paid by, incurred by or asserted against, any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection any way connected with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in by 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 or any matters addressed in Section 3.01)other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Material on or from any property currently or formerly owned or operated by a any Loan Party or any of its SubsidiariesSubsidiary, or any Environmental Claims Liability related in any way to a any Loan Party or any Subsidiary, (iv) the enforcement or protection of its Subsidiariesrights in connection with this Agreement and the other Loan Documents, including the Security Agreement, (v) any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any other Loan Document, (ivvi) otherwise related to the Chapter 11 Cases and the Restructuring, and (vii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) another independent tribunal having jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of any Agent or such Indemnitee or any Affiliate of such Indemnitee (or any officer, director, employee, advisor or agent of such Indemnitee or any such Indemnitee’s Affiliates), (x) are related to disputes among Indemnitees or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as are determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or another independent tribunal having jurisdiction to have not resulted from (A) an act a breach by such Indemnitee of its obligations to a Loan Party. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel if a potential or omission actual conflict exists and the Loan Parties shall promptly pay the reasonable fees and expenses of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting such counsel to the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimextent required hereunder.

Indemnification by the Loan Parties. The Each Loan Parties Party shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Swingline Lender and the each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless fromfrom and against, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, but limited, in the case of such legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, solely in the Indemnitees case of an actual or reasonably perceived conflict of interest where an Indemnitee informs the Borrower of such conflict, one additional counsel to all affected Indemnitees, taken as a whole and, if reasonably necessary, a single of one local counsel for in any relevant jurisdiction to all such Persons, taken as a whole and, solely in the Indemnitees case of such conflict of interest, one additional local counsel to all affected Indemnitee taken as a whole in each such relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, 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 the any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Substances Materials on or from any property owned owned, leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, or related expenses (x) are determined by a court of competent jurisdiction jurisdiction, by a final and nonappealable judgment (or a settlement that expressly addresses indemnification) non-appealable judgment, to have resulted from the (x) such Indemnitee’s or any of its Related Parties’ bad faith, gross negligence or willful misconduct of such Indemnitee, 187 misconduct; (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s or any of its Related Parties’ material breach of its obligations hereunder or under any other the Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction Documents or (zy) arise any dispute solely from among Indemnitees or any of their respective Related Parties other than (1) claims arising out of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee Holdings or any of its Subsidiaries or (2) disputes involving Bank of America solely in its capacity as Administrative Agent, Lender, L/C Issuer, arranger Agent or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any SubsidiaryArranger for the Facilities. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), ) and each Lender and the L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expensescounsel, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of counsel to for the Indemnitees (taken as a whole), and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all such Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of one additional firm of counsel for all such affected Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Investment Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, 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)Investment Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or 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, contributory or sole negligence of the Indemnitee; provided that provided, that, such indemnity shall not, (x) as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee (or any Related Indemnified Party of such Indemnitee, ) or (yB) result from a claim brought by any Borrower or any other Loan Party against an such Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (zy) arise solely from claims of any Indemnitee against one or more other Indemnities be available to the extent that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent such losses, claims, damages, etc. arising liabilities or related expenses arise solely from a dispute solely among Indemnitees (except when and to the extent that one of the Indemnitees party to such dispute was acting in its capacity or in fulfilling its role as an agent or any non-Tax claimsimilar role under this Agreement or any Loan Document) that does not involve any act or omission by the Borrower or any of its Affiliates.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent Agents (and any sub-agent thereof), each Lender and the L/C Issuerother Credit Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities liabilities, settlement payments, costs, and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one primary counsel to the Administrative Agent, one primary counsel to the other Indemnitees taken as a whole andwhole, and if reasonably necessary, a single one local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, one specialty counsel for each relevant specialty and solely in the case of a conflict one or more additional counsel if one or more conflicts of interest, or perceived conflicts of interest, arise (which shall be limited to one additional counsel in for each relevant jurisdiction to the group of similar affected Indemnitees similarly situated taken as a wholeIndemnitees), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (and whether arising or accruing prior to or on or after the Restatement Effective Date) (i) the execution or delivery of the Existing Agreement, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent Agents (and any sub-agent agents thereof) and its their Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit (including any Existing Letter of Credit) or the use or proposed use of the proceeds therefrom (including any refusal by the L/C LC Issuer to honor a demand for payment under a Letter of Credit (including any Existing Letter of Credit) if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a any Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan PartyParty or any of the Loan Parties’ directors, shareholders or creditors, 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from either (A) the gross negligence or willful misconduct of such IndemniteeIndemnitee or breach in bad faith by such Indemnitee of its obligations under the Existing Agreement, (y) result from a claim brought by any Borrower this Agreement or any other Loan Party against an Indemnitee for a 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 Document (or a settlement that expressly addresses indemnificationas applicable) in its favor on such claim as determined by a court of competent jurisdiction or (zB) arise a dispute solely from among Indemnitees (other than any claims of against any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as the Administrative Agent, Lender, L/C Issuer, arranger Agent or bookrunner or (Bany similar role under the Loan Documents) an and not arising out of any act or omission (or an alleged act or omission) by any Loan Party of the Lead Borrower or any Subsidiaryof its Subsidiaries or Affiliates. Without limiting the provisions limitation of Section 3.01(c), this Section 11.04(b10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. claims or damages arising from any non-Tax claim.

Indemnification by the Loan Parties. The Each Loan Parties Party shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the reasonable time charges and documented out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature or in the form of an Electronic Record), the performance by any of the parties hereto to perform (or the failure of any of the parties hereto to perform) any of their respective obligations hereunder or thereunder under any other Loan Document, any action taken or omitted by the Administrative Agent or any Lender hereunder or under any of the other Loan Documents, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its 106 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 the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a any Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a any Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any the Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C IssuerIssuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but including the fees, charges and disbursements of any counsel for any Indemnitee (limited, in the case of legal fees and expensesthe Administrative Agent, to one legal counsel for it and all of its respective Related Parties, unless, in the reasonable and documented out-of-pocket feesbusiness judgment of the Administrative Agent, disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single (i) additional local counsel for the Indemnitees taken as applicable Indemnitee is necessary in a whole in each relevant jurisdiction, and solely in the case of jurisdiction or (ii) there is a conflict of interest, one interest between or among the applicable Indemnitee requiring additional legal counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholerepresent those Indemnitees), ) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto Loan Parties of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (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 the L/C Issuer Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual breach of representations, warranties or alleged presence or release covenants of Hazardous Substances on or from any property owned or operated by a the Loan Party or any of its Subsidiaries, or any Environmental Claims related in any way to a Parties under the Loan Party or any of its Subsidiaries, Documents or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or any of its Related Parties or (y) result from a claim brought by any Borrower or any other a Loan Party against an such Indemnitee for a breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.This 83

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of counsel for any Indemnitee, but excluding the allocated cost of internal counsel, and limited, in the case of legal fees and expensesattorneys’ fees, to the reasonable and documented fees and out-of-pocket fees, disbursements and other charges of one primary counsel to the Indemnitees taken as a whole and, if reasonably necessaryfor all Indemnitees, a single local counsel for the all Indemnitees taken as a whole in each relevant jurisdictionappropriate jurisdiction deemed appropriate in good faith by such Indemnitees and, and solely in the case of a actual or reasonably perceived conflict of interest, as determined in good faith by the applicable Indemnitee, one additional counsel in each relevant applicable jurisdiction to the for each affected Indemnitees similarly situated taken as a whole), Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or any Related Indemnified Person of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise result from a dispute solely from claims of any Indemnitee against one between or more other Indemnities that among Indemnitees to the extent such dispute do not involve or have not resulted arise from (A) an any act or omission of an Pubco or any of its Subsidiaries or Affiliates or (B) any claim against such Indemnitee acting in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party Lead Arranger or any Subsidiarysimilar role under this Agreement and the other Loan Documents. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent Agents (and any sub-agent thereof), each Lender and the L/C Issuerother Credit Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities liabilities, settlement payments, costs, and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one primary counsel to the Administrative Agent, one primary counsel to the other Indemnitees taken as a whole andwhole, and if reasonably necessary, a single one local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, one specialty counsel for each relevant specialty and solely in the case of a conflict one or more additional counsel if one or more conflicts of interest, or perceived conflicts of interest, arise (which shall be limited to one additional counsel in for each relevant jurisdiction to the group of similar affected Indemnitees similarly situated taken as a wholeIndemnitees)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent Agents (and any sub-agent agents thereof) and its their Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a any Loan Party or any of its 127 Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Environmental Claims related in Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any way to a Loan Credit Party or any of its Subsidiarieshereunder, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan PartyParty or any of the Loan Parties’ directors, shareholders or creditors, 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from either (A) the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought Indemnitee or breach in bad faith by any Borrower such Indemnitee of its obligations under this Agreement or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction Document or (zB) arise a dispute solely from among Indemnitees (other than any claims of against any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as the Administrative Agent, Lender, L/C Issuer, arranger Agent or bookrunner or (Bany similar role under the Loan Documents) an and not arising out of any act or omission (or an alleged act or omission) by any Loan Party of the Lead Borrower or any Subsidiaryof its Subsidiaries or Affiliates. Without limiting the provisions limitation of Section 3.01(c), this Section 11.04(b10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. claims or damages arising from any non-Tax claim.

Indemnification by the Loan Parties. The Loan Parties shall jointly and severally agree to indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses expenses, (but limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the reasonable time charges and documented out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) involving an act or omission of a Loan Party that is brought by an Indemnitee against another Indemnitee (other than the Agent in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiarysuch). Without limiting the provisions of Section 3.01(c), this Section 11.04(b12.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent Agents (and any sub-agent thereof), each Lender and the L/C Issuerother Credit Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, causes of action, damages, liabilities liabilities, settlement payments, costs, and related expenses (but limited, in including the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee provided that such Indemnitees shall be entitled to reimbursement for no more than one primary counsel and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of applicable jurisdiction (absent a conflict of interest, one interest in which case the Indemnitees may engage and be reimbursed for additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholecounsel)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent Agents (and any sub-agent agents thereof) and its their Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, any bank advising or confirming a Letter of Credit or any other nominated person with respect to a Letter of Credit seeking to be reimbursed or indemnified or compensated, and any third party seeking to enforce the rights of a Borrower, beneficiary, nominated person, transferee, assignee of Letter of Credit proceeds, or holder of an instrument or document related to any Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a any Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or other Person which has entered into a control agreement with any Credit Party hereunder, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan PartyParty or any of the Loan Parties’ directors, shareholders or creditors, 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, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee or, (y) result from a claim brought by any a Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee'’s obligations hereunder or under any other Loan Document, if such Borrower the Borrowers or such Loan Party has obtained a final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (z) arise are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted solely from claims of any Indemnitee against one or more other Indemnities that do a claim not involve or have not resulted from (A) involving an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting of its Subsidiaries and brought by an Indemnitee against another Indemnitee related to Section 10.28 (other than against the provisions of Section 3.01(c), this Section 11.04(b) shall not apply arranger or the Administrative Agent in their capacities as such and other than claims with respect to Taxes other than any Taxes that represent lossesa Letter of Credit brought by one Indemnitee against another Indemnitee acting in a different capacity or role with respect to such Letter of Credit such as an issuing bank as opposed to an advising bank, claimsconfirming bank, damages, etc. arising from any non-Tax claimnegotiating bank or transferring bank).

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the reasonable fees, in the case charges and disbursements of legal fees and expensesany counsel for any Indemnitee (provided, that, with respect to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of counsel, such indemnification shall be limited to (x) one primary counsel to for the Indemnitees Indemnitees, taken as a whole andwhole, if reasonably necessary, a single (y) one local counsel for the Indemnitees Indemnitees, taken as a whole whole, in each relevant jurisdiction, and solely (z) in the case event of a any actual or perceived conflict of interest, one additional counsel in to each relevant jurisdiction to the group of affected Indemnitees similarly situated situated, taken as a whole, in each relevant jurisdiction)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such other Loan Party’s directors, shareholders or creditors, 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in including the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local any counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholeany Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Substances Materials on or from any property owned owned, leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence negligence, or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c)3.01, this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), the FILO Agent, each Lender and the L/C Issuerother Credit Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities liabilities, settlement payments, costs, and related expenses (but limited, in including the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local any counsel for any Indemnitee (including the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case allocated cost of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholeinternal counsel)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, or the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, any bank advising or confirming a Letter of Credit and any other Person seeking to enforce the rights of a Borrower, beneficiary, transferee, or assignee or Letter of Credit proceeds or the holder of an instrument or document related to any Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a any Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Controlled Account Bank or other Person which has entered into a control agreement with any Credit Party hereunder, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan PartyParty or any of the Loan Parties’ directors, shareholders or creditors, 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, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting the provisions of Section 3.01(c)0, this Section 11.04(b) 0 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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, disbursements and other charges legal expenses of one firm of counsel to the Indemnitees for all such Indemnitees, taken as a whole (and, in the case of an actual or potential conflict of interest, where the Indemnitee affected by such conflict informs the Administrative Agent of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee in each applicable jurisdiction) and, if reasonably necessaryapplicable, of a single local counsel for the Indemnitees taken as a whole in each relevant jurisdictionapplicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnitees, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole, and, if applicable, a single specialist or regulatory counsel for all such Indemnitees), in each case, incurred in connection with investigating, defending, preparing to defend or participating in any and all actions, suits, investigation, inquiry, claims, losses, damages, liabilities or proceedings of any kind or nature whatsoever which may be incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than or involve such Indemnitee and its Related Parties arising out of, in connection with, or as a result of or arising out of or in any way related to or resulting from (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from (x) the gross negligence or willful misconduct of such IndemniteeIndemnitee or any of its Related Indemnified Parties, (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan DocumentDocument or (z) a dispute solely among Indemnitees not arising from any act or omission of the Company and its Affiliates (other than a claim against any Arranger, the Administrative Agent, the Swing Line Lender or the L/C Issuer solely in their respective capacities as such or any similar capacity under this Agreement), if such Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction jurisdiction. With respect to any Indemnitee, “Related Indemnified Parties” means (i) any Controlling Person or Controlled Affiliate of such Indemnitee, (zii) arise solely from claims the respective directors, officers or employees of any such Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryof its Controlling Persons or Controlled Affiliates and (iii) the respective agents of such Indemnitee or any of its Controlling Persons or Controlled Affiliates, in the case of this clause (iii), acting on behalf of, or at the express instructions of, such Indemnified Person, Controlling Person or such Controlled Affiliate; provided that each reference to a Controlling Person, Controlled Affiliate, director, officer or employee in this sentence pertains to a Controlling Person, Controlled Affiliate, director, officer or employee involved in the negotiation or syndication of this Agreement. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.. 136

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limitedincluding the reasonable fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses, to the reasonable time charges and documented out-of-pocket fees, disbursements and other charges for attorneys who may be employees of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 as determined in a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. liabilities and related expenses arising from any non-Tax claim.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to the Indemnitees taken as a whole and, if reasonably necessary, a single local any outside counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholeany Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Substances Materials on or from any property owned owned, leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, or (v) any action taken by the Administrative Agent or any Lender to comply with Applicable Law, including Sanctions; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a 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 (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) involving an act or omission of the Borrower and that is brought by an Indemnitee in its capacity as against another Indemnitee (other than against the Arranger, the Administrative Agent, Lender, the L/C Issuer, arranger Issuer or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiarythe Swingline Lender in their capacities as such). Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.. 119

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative each Agent (and any sub-agent thereof), each Arranger, each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related documented expenses (but limited, in the case of legal fees and expenses, to the actual, reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Indemnitees all such Persons taken as a whole and, if reasonably necessary, a single local counsel for the Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a an actual or potential conflict of interest, one additional counsel to all affected Persons, taken as a whole, and, if reasonably necessary, one local counsel in each relevant jurisdiction to all such Persons, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional local counsel to all affected Indemnitees similarly situated Persons, taken as a whole, in each such relevant jurisdiction and in any event, excluding lost profits), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Parent Borrower or any other Loan Party) other than such Indemnitee and its Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative each 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)Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or threatened release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its SubsidiariesSubsidiaries in connection with the Businesses, or any Environmental Claims Liability related in any way to a Loan Party Party’s or any of its Subsidiaries’ conducting of the Businesses, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Parent Borrower or 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, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee or any of its Related Parties, (yx) result from a claim brought by any the Parent Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Parent Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, (y) result from any dispute that is among Indemnitees (other than any dispute involving claims against the Administrative Agent or (z) arise solely from claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity as Administrative Agent, Lender, the L/C Issuer, arranger in each case in their respective capacities as such) that a court of competent jurisdiction has determined in a final and nonappealable judgment did not involve actions or bookrunner omissions of any direct or indirect parent or controlling person of the Parent Borrower or any of its Subsidiaries, or (Bz) an act so long as no Event of Default has occurred and is continuing, settlements effected without Borrowers’ prior written consent (not to be unreasonably withheld or omission delayed); provided, further, that each Indemnitee agrees to refund and return any and all amounts paid by Loan Parties to such Indemnitee to the extent such losses, claims, damages, liabilities or related expenses arose from any of the foregoing items in clauses (or an alleged act or omissionx) by any Loan Party or any Subsidiarythrough (z) above. Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender Lender, the Swingline Lender, and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges (A) of one primary counsel to the Indemnitees Indemnitees, taken as a whole andwhole, if reasonably necessary(B) after consultation with the Borrower, a single local of (1) one specialty counsel for the Indemnitees taken as a whole in each relevant specialty, and (2) one local counsel in each applicable jurisdiction, and (C) solely in the case of a an actual or potential conflict of interest, of one additional counsel in of each relevant jurisdiction to the affected Indemnitees group of similarly situated taken as a wholeIndemnitees), and shall indemnify and hold harmless each Indemnitee from all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or any Related Indemnified Persons, (y) result from a claim brought by any the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (z) arise out of, or in connection with, any dispute solely from claims of any Indemnitee against one among Indemnitees or more other Indemnities that do Related Indemnified Persons which does not involve or have not resulted from (A) an any act or omission of Holdings or any of its Subsidiaries or Affiliates (other than any investigation, litigation, proceeding or dispute involving any Indemnitee in its capacity as, or in the fulfillment of its role as (or involving any Related Indemnified Person acting for an Indemnitee in its capacity as as, or in the fulfillment of its role as), an agent, Administrative Agent, Lender, L/C Issuer, arranger Arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiaryother similar role). Without limiting the provisions of Section 3.01(c), this Section 11.04(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 Loan Parties. The Upon written demand (together with reasonable back up documentation) each Loan Parties Party shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer(including each Issuing Lender), and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actual losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of counsel for any Indemnitee (but limited, in the case of legal fees and expenses, limited to the reasonable fee, charges and documented out-of-pocket fees, disbursements and other charges of one firm as counsel to the all Indemnitees taken as a whole and, if reasonably necessary, a single firm local counsel firm for the all Indemnitees taken as a whole in each relevant jurisdictionjurisdiction (which may be a single local counsel firm acting in multiple material jurisdictions), if reasonably necessary, a single regulatory firm as counsel, and solely in the case of a an actual or perceived conflict of interestinterest where the Indemnitee affected by such conflict of interest informs the Borrower in writing of such conflict of interest and thereafter retains its own firm as counsel, one additional firm as counsel in each relevant jurisdiction and one regulatory firm as counsel to the each group of affected Indemnitees similarly situated taken as a whole, in each case, except allocated costs of in-house counsel), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions Transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials of Environmental Concern on or from any property owned or operated by a Loan Party the Borrower or any of its Subsidiaries, or any Environmental Claims Liability related in any way to a any Loan Party Parties or any of its their respective Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, (yx) result from a claim brought by any the Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such the Borrower or such Loan Party has obtained a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (zy) arise arising from any dispute solely from among Indemnitees or any of their respective Affiliates other than any claims of any Indemnitee against one or more other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent, a Lead Arranger, a Lender, L/C Issueran Issuing Lender, arranger or bookrunner or (B) an a similar role under the Facilities and other than any claims arising out of any act or omission (or an alleged act or omission) by of any Loan Party or any Subsidiaryof its Affiliates. Without limiting the provisions of This Section 3.01(c), this Section 11.04(b10.5(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.. 116