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 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), the Collateral Agent, the Arrangers, the Co-Documentation Agents, the joint bookrunning managers, 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 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)Documents, (ii) any Loan or Letter letter of Credit 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 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 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), 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 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. (i) The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof)Agent, each Lender and the L/C Issuer, and each Related Party within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid, withheld or remitted by the Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Lead Borrower or the Canadian Borrower by a Lender or the L/C Issuer (with a copy to the Agent), or by the Agent on its own behalf or on behalf of the foregoing Persons Agent, a Lender or the L/C Issuer, shall be conclusive absent manifest error. (each ii) Without limiting the provisions of Section 3.01(a) or (b), (A) the Borrowers will not be required to indemnify any Foreign Lender, or pay any additional amount to such Person being called an “Indemnitee”Foreign Lender, pursuant to Section 3.01(a), (b) againstor (c), in respect of Taxes to the extent that the obligation to pay or indemnify such additional amounts would not have arisen but for the failure of such Foreign Lender to comply with the provisions of Section 3.01(f), and hold (B) each Indemnitee harmless fromCredit Party will, and does hereby, indemnify the Borrowers and Agents, and will make payment in respect thereof within ten days after demand therefor, against any and all Taxes and any and all related losses, claims, damagesliabilities, liabilities penalties, interest 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 whole), Borrowers or Agents) incurred by any Indemnitee or asserted against any Indemnitee Borrower or Agent by any Person (including any Loan Party) other than Governmental Authority as a result of the failure by such Indemnitee and its Related Parties arising out of, in connection withCredit Party to deliver, or as a result of (i) the execution inaccuracy, inadequacy or delivery of deficiency of, any documentation required to be delivered by such Credit Party to the Borrowers or Agents pursuant to Section 3.01(f). Each Credit Party hereby authorizes Agents to set off and apply any and all amounts at any time owing to such Credit Party under this Agreement, Agreement or any other Loan Document against any amount due to Agents under this Section 3.01(c)(ii). The agreements in this Section 3.01(c)(ii) will survive the resignation and/or replacement of Agents, any assignment of rights by, or any agreement or instrument contemplated hereby or therebythe replacement of, a Credit Party, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation termination 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 Commitments and the repayment, satisfaction or discharge of all 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 claimObligations.

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 (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 any Related Indemnified Party or (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 or any Related Indemnified Party’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 jurisdiction. For purposes hereof, “Related Indemnified Party” shall mean (1) any Subsidiary of such Indemnitee, (2) the respective directors, officers, or (z) arise solely from claims 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 Subsidiary. Without limiting of its Subsidiaries and (3) the provisions respective agents, advisors or other representatives of Section 3.01(csuch Indemnitee or any of its Subsidiaries, in the case of this clause (3), 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 claimacting on behalf of or at the instructions of such Indemnitee or such Subsidiary.

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 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, (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 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 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 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 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 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, 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 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 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 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 Borrower or any other Loan Party or any of such 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 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(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 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 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 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 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 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 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 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 (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 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 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 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 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 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 (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, (y) 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 (z) 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 (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 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 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 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), 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 Borrower 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 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 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 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 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 DB1/ 88815292.10 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, (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 material 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 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 (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 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), 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 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 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 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 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 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(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 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 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 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, 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 willful misconduct of such Indemnitee, Indemnitee or (yB) 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 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 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 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 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 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 limitedincluding the fees, in the case charges and disbursements of legal any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee form 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 Indemnitees) 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 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 Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; 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, 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 Each Loan Parties Party shall jointly and severally 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, 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 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 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 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 for all Indemnitees taken as a whole, if necessary, one firm of local counsel in each relevant jurisdiction 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 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 Parent 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 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 Parent 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, Indemnitee or (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 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 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 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, 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 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 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 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 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 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 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 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 the reasonable and documented out-of-pocket (in summary form) expenses (including the fees, charges and disbursements and other charges of one primary counsel to the Indemnitees taken as a whole and, 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 (which may include a single special counsel acting in multiple jurisdictions) to the affected all such Indemnitees similarly situated taken as a wholetogether), 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 L/C Issuer, and its 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 gross negligence negligence, bad faith or willful misconduct of such Indemnitee, 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 material obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained as determined by a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by of a court of competent jurisdiction or (z) arise solely result from claims 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 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 or any SubsidiaryAffiliates. Without limiting the provisions of This Section 3.01(c), this Section 11.04(b) 13.4 shall not apply with respect to Taxes other than any Taxes that represent material 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 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 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 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 (xy) 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 (i) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee, or (yii) result a material breach by such Indemnitee of its obligations under the Loan Documents or (z) arise from a claim dispute among Indemnitees that does not involve an act or omission by the Loan Parties or any of their respective Affiliates and that is brought by any Borrower or an Indemnitee against any other Loan Party against an Indemnitee for (other than in connection with a breach person acting in bad faith of such Indemnitee’s obligations hereunder its capacity as the Administrative Agent or under any other Loan Documentas Arranger), in each case, 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 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 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 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 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 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 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 Borrowers 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 any 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 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 jurisdiction. Notwithstanding anything to the contrary herein, the Canadian Borrower’s obligation to pay and indemnify shall be limited to matters, fees, expenses charges and disbursement, 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 claimdamages and liabilities which the Administrative Agent determines in its reasonable judgment to be properly attributable or allocable to the Canadian Borrower.

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 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 expensesdisbursements, to the reasonable fees and documented out-of-pocket fees, disbursements and other charges of (x) one primary counsel to 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 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 Indemnitees, taken as a whole), and (y) if and to the extent deemed reasonably necessary, one special and/or local counsel to the Indemnitees, taken as a whole, in each relevant specialty or jurisdiction, as applicable, (and, in the case of any actual or potential conflict of interest, one additional special and/or local counsel to each group of similarly situated Indemnitees, taken as a whole, in each applicable specialty or jurisdiction, as applicable)), 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 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 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 funding obligations or other material 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 solely result 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 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 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 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 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 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 therebythereby (including any 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 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 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 (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 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 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 Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, and each Lender and the L/C IssuerLender, 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 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 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, 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 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 any outside counsel for any Indemnitee (limited to one primary counsel to the Indemnitees (taken as a whole whole), and, if reasonably necessary, a single one additional local counsel for the Indemnitees taken as a whole in each any relevant jurisdiction, and solely in the case of a an actual or perceived conflict of interestinterest of any such counsel, one additional such primary or local counsel in to each relevant jurisdiction to the group of affected Indemnitees persons similarly situated and 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, 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 (x) 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 or any of its Affiliates 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.

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 (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 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 runner 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 agree jointly and severally to indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender and Lender, the L/C Issuer, Support Providers, each Secured Party and each Related Party the respective Affiliates of any all such Persons, and the directors, officers, employees, counsel, trustees, advisors, agents, financing sources, managed funds, controlling persons, attorneys-in-fact, and members of all 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 (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements including Attorney Costs incurred by each Indemnitee and other charges costs of one counsel to the Indemnitees taken as a whole andinvestigation or defense, if reasonably necessaryincluding those incurred upon any appeal), 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 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 (ia) the execution execution, delivery, enforcement, performance, syndication 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), (iib) any Commitment, Loan or Letter of Credit or Support Agreement 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), (iiic) any actual or alleged presence or release of Hazardous Substances Materials on or from any property currently or formerly owned or operated by a Loan Party any Borrower, any Subsidiary or any of its Subsidiariesother Loan Party, or any Environmental Claims Liability related in any way to a Loan Party any Borrower, any Subsidiary or any of its Subsidiariesother Loan Party, or (ivd) any actual or prospective claim, litigation, investigation or proceeding Proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding), whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided thereto (all the foregoing, collectively, the “Indemnified Liabilities”), provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses disbursements (xw) 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. Notwithstanding the foregoing, (y) result from a claim brought each Indemnitee shall be obligated to refund any and all amounts paid by any Borrower Loan Party under this Section 12.05 to the extent that there is a final judicial determination as a result of which such Indemnitee is not entitled to indemnification rights with respect to such payment. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through the internet or any E-System in connection with this Agreement, nor shall any Indemnitee have any liability for any punitive, special, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether arising or occurring before or after the Closing Date). All amounts due under this Section 12.05 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 12.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender and the Termination Date. To the extent that the indemnification set forth in this Section 12.05 may be unenforceable, each Loan Party against an Indemnitee shall contribute the maximum portion which it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any of them. Without limiting the generality of any provision of this Section 12.05, to the fullest extent permitted by law, each Loan Party hereby waives all rights for a breach in bad faith of such Indemnitee’s obligations hereunder contribution or under any other Loan Documentrights of recovery with respect to liabilities, if losses, damages, costs and expenses arising under or relating to Environmental Laws that it might have by statute or otherwise against any Indemnitee, except to the extent that such Borrower or such Loan Party has obtained items are determined by a final and nonappealable judgment (or a settlement that expressly addresses indemnification) in its favor on such claim as determined by non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or (z) arise solely from claims willful misconduct of such Indemnitee. No Loan Party shall, without the prior written consent of each applicable Indemnitee, effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnitee against one or more other Indemnities that do not involve or have not resulted from unless such settlement (Ai) includes an act or omission unconditional release of an such Indemnitee in its capacity form and substance reasonably satisfactory to such Indemnitee from all liability or claims that are the subject matter of such proceedings and (ii) does not include any statement 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 to or any Subsidiaryadmission of fault, culpability, wrong doing or a failure to act by or on behalf of any Indemnitee. Without limiting the provisions of This Section 3.01(c), this Section 11.04(b) 12.05 shall not apply with respect to Taxes other than any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, damagesdemands, etc. actions, judgments, suits, costs, expenses and disbursements arising from any non-Tax claimrelated Indemnified Liability.

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 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.by

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.

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)), 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 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), 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 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 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 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 (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, (y) 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 (z) 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 (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 Subsidiaryof their respective officers, directors, stockholders, partners, members, employees, agents, representatives or advisors. 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. liabilities or 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 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, 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 Release of Hazardous Substances Materials on or from any property owned or operated by a Loan Party or any of its SubsidiariesReal Property, or any Environmental Claims Liability related in any way to a Loan Party or any of its SubsidiariesCHAR1\1806478v11CHAR1\1928004v5 WAY TO A LOAN PARTY OR ANY OF ITS SUBSIDIARIES, or OR (ivIV) any actual or prospective claimANY ACTUAL OR PROSPECTIVE CLAIM, litigationLITIGATION, investigation or proceeding relating to any of the foregoingINVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, whether based on contractWHETHER BASED ON CONTRACT, tort or any other theoryTORT OR ANY OTHER THEORY, whether brought by a third party or by any Loan PartyWHETHER BROUGHT BY A THIRD PARTY OR BY THE BORROWER OR ANY OTHER LOAN PARTY, and regardless of whether any Indemnitee is a party theretoAND 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 result 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 the Borrower or any Subsidiary and that is brought by an Indemnitee against another Indemnitee (other than against the Administrative Agent or an Arranger 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 (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 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 (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 the Borrower or the Parent Guarantor)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 propertyProperty 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 the Parent Guarantorthird-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 (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.shall

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 including the case of legal fees settlement costs and expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one firm of external counsel to the and one firm of local counsel in each appropriate jurisdiction 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 jurisdictionwhole, and solely in the case of a conflict of interest, one additional primary counsel and one additional counsel in each relevant jurisdiction to the each group of affected Indemnitees similarly situated situated, taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any 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 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 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 and documented 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 therebythereby (including such Indemnitee’s reasonable 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 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 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 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, 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 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 Subsidiaryof their respective officers, directors, stockholders, partners, members, employees, agents, representatives or advisors. 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 or 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 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 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 Borrower or any other Loan Party or any of 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 (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, Indemnitee or (yB) 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(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, 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 jurisdictionany Indemnitee), and solely in the case shall indemnify and hold harmless each Indemnitee from all 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 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 resulted from (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 any Related Party of such Indemnitee or (y) result from a claim brought by one Indemnitee against another Indemnitee except with respect to any claim brought by or initiated against 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 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 Subsidiary with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimIndemnitee.

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 out-of-pocket fees, charges and disbursements and other charges of one primary counsel to the for all Indemnitees (taken as a whole 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 interestinterest where the Indemnitees reasonably inform the Borrower of such actual or potential conflict, one additional counsel in each necessary and relevant jurisdiction to the for each group of affected Indemnitees similarly situated (taken as a whole) (but, in each case, excluding fees and costs of in-house counsel)) and settlement costs, incurred by any Indemnitee or resulting from any claim 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, 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 (w) the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or any Related Indemnified Person, (yx) 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 (y) any dispute solely among Indemnitees and not (A) involving any act or omission by the Borrower or such Loan Party has obtained a final and nonappealable judgment any of its Controlled Affiliates, or (B) relating to any Indemnitee or a settlement that expressly addresses indemnification) any Related Indemnified Person acting in its favor on capacity or fulfilling its role as Administrative Agent, Arranger, bookrunner or any similar role in connection with this Agreement and any other Loan Document, or (z) settlements effected without the Borrower’s prior written consent (such claim as determined consent not to be unreasonably withheld, delayed or conditioned), it being understood that if settled with the Borrower’s prior written consent, the Borrower shall indemnify and hold harmless such Indemnitee to the extent and in the manner set forth above, provided, further, that, in the case of an investigation, litigation or proceeding brought by the Borrower against an Indemnitee or by an Indemnitee against the Borrower, the Borrower shall have no obligation to pay any amounts pursuant to this Section 11.04(b) unless and until a final, non-appealable judgment is rendered in 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 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 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, 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 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 Arranger 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 Subsidiaryof their respective officers, directors, stockholders, partners, members, employees, agents, representatives or advisors. 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 or 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 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 (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 fees, charges and expensesdisbursements of counsel, to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one counsel to for the Indemnitees 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 in the case of a conflict of interestinterest (actual or perceived), one additional conflicts counsel for each group of similarly situated Indemnitees, taken as a whole, and, to the extent necessary, one local counsel in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a wholeand/or one special counsel in each relevant specialty), 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 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 on Materials at, on, under 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 (including as relating to any property currently or formerly owned, leased or operated by 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 or against a third party or by or against 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 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 a Loan Party 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)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), 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 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 bad faith, gross negligence negligence, willful misconduct, violation of law or willful misconduct material breach of contract of or by 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 the case of legal fees and expenses, to the reasonable and documented out-of-pocket expenses (including the reasonable and out-of-pocket fees, charges and disbursements and other charges of one primary counsel to the for all Indemnitees (taken as a whole 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 interestinterest where the Indemnitees reasonably inform the Borrower of such actual or potential conflict, one additional counsel in each necessary and relevant jurisdiction to the for each group of affected Indemnitees similarly situated (taken as a whole) (but, in each case, excluding fees and costs of in-house counsel)) and 1204724.01-CHISR02A - MSW CHAR1\1886837v5 settlement costs, incurred by any Indemnitee or resulting from any claim 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, 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 (w) the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or any Related Indemnified Person, (yx) 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 (y) any dispute solely among Indemnitees and not (A) involving any act or omission by the Borrower or such Loan Party has obtained a final and nonappealable judgment any of its Controlled Affiliates, or (B) relating to any Indemnitee or a settlement that expressly addresses indemnification) any Related Indemnified Person acting in its favor on capacity or fulfilling its role as Administrative Agent, Arranger, bookrunner or any similar role in connection with this Agreement and any other Loan Document, or (z) settlements effected without the Borrower’s prior written consent (such claim as determined consent not to be unreasonably withheld, delayed or conditioned), it being understood that if settled with the Borrower’s prior written consent, the Borrower shall indemnify and hold harmless such Indemnitee to the extent and in the manner set forth above, provided, further, that, in the case of an investigation, litigation or proceeding brought by the Borrower against an Indemnitee or by an Indemnitee against the Borrower, the Borrower shall have no obligation to pay any amounts pursuant to this Section 11.04(b) unless and until a final, non-appealable judgment is rendered in 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 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, 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 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 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 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 Borrower or any other Loan Party or any of such Xxxxxxxx’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 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(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), the Collateral Agent, the Arrangers, the Co-Documentation Agents, the joint bookrunning managers, 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 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)Documents, (ii) any Loan or Letter letter of Credit 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 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 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 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, 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 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 shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, 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 limitedincluding the fees, in the case charges and disbursements of legal fees and expenses, any counsel for any Indemnitee (limited to the reasonable and documented out-of-pocket fees, disbursements legal fees and other charges expenses of one firm of counsel of the Indemnitees, taken as a whole, and, if necessary, one local counsel in each appropriate jurisdiction and one special counsel in each appropriate specialty, and, solely in the case of an actual or potential conflict of interest, one additional counsel to the Indemnitees all affected parties, taken as a whole and, if reasonably necessary, a single of one local counsel for the Indemnitees taken as a whole in each any relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant local jurisdiction to the affected Indemnitees similarly situated such persons, taken as a whole)), 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 or any Affiliate or equityholder thereof arising out of, in connection with, or as a result of (i%4) the execution execution, enforcement, syndication 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%4) 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%4) any actual or alleged presence or release Release of Hazardous Substances on Materials at, on, under or from any property owned or operated operated, at any time, by a any Loan Party or any of its Restricted Subsidiaries, or any Environmental Claims Liability related in any way to a any Loan Party or any of its Restricted Subsidiaries, in each case, except to the extent attributable to any presence or Release of Hazardous Materials resulting from actions on the part of the Administrative Agent or any Lender or resulting solely from acts or omissions by Persons other than the Borrowers or their respective Affiliates or each of their respective officers, directors, employees, advisors and agents with respect to the applicable property after the Administrative Agent sells the respective property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure, (%4) 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 (iv%4) any actual or prospective claim, litigation, investigation or proceeding (each, a “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, causes of action, damages, liabilities or liabilities, settlement payments, costs, and related expenses (x23) 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 negligence, willful misconduct or material breach of the obligations under any Loan Document of such Indemnitee (but without limiting the obligations of the Loan Parties as to any other Indemnitee), or (y) result from a claim cause of action brought by any Borrower or an Indemnitee against any other Loan Party Indemnitee (other than (23) claims against an Indemnitee in its capacity or fulfilling its role as the Administrative Agent, an L/C Issuer, the Swing Line Lender or the Arranger or a similar role and (23) claims resulting directly or indirectly from acts or omissions of any Loan Party). Notwithstanding anything to the contrary contained herein, but subject to the immediately following sentence, the Loan Parties shall not be liable for any settlement of any Proceeding effected without the Loan Parties’ written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Loan Parties’ written consent, or if there is a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documentfinal, 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 against an Indemnitee in any such Proceeding for which Loan Parties are required to indemnify such Indemnitee pursuant to this section, the Loan Parties agree to indemnify and hold harmless each Indemnitee from and against any and all Proceedings by reason of such settlement or judgment in accordance with the other provisions hereof. Notwithstanding the immediately preceding sentence, if at any time an Indemnitee shall have requested indemnification in accordance with this Agreement, the Loan Parties shall be liable for any settlement referred to in the immediately preceding sentence effected without their consent if the Loan Parties have not objected to such settlement within thirty (z30) arise solely days after receipt by the Loan Parties of a written settlement proposal. 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 Proceedings in respect of which indemnity could have been sought hereunder by such Indemnitee unless (i) such settlement 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 Proceedings and (ii) does not include any statement as to, or 146 any admission of, fault, culpability or a failure to act by or on behalf of any Indemnitee against one or more any injunctive relief or other Indemnities that do not involve or have not resulted from (A) an act or omission of an Indemnitee non-monetary remedy, 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) each case to be undertaken by any Loan Party or any SubsidiaryIndemnitee. Without limiting the provisions of This 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. losses 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 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 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 non152 US-Tax claim.DOCS\140506888.9146702970.6

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 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 jurisdiction, or (z) arise solely result 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 the Borrower or any of its Subsidiaries or Affiliates and that is brought by an Indemnitee against another Indemnitee (other than against an 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 Each Loan Parties Party shall indemnify the Administrative Agent (and any sub-agent 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 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 (B) an act or omission (or an alleged act or omission) by any Loan Party or any Subsidiary. Without limiting other similar role under 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.Revolving

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 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 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 form 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 Indemnitees) 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 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 Borrowers 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, 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, 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 9656966v810314033v12 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 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 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 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 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 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 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 139 limiting the provisions of Section 3.01(c3.01(d), 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 limitedreasonable, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket expenses (including the reasonable, documented fees, charges and disbursements of any counsel for any Indemnitee; provided that in the case of legal expenses, such indemnification shall be limited to the reasonable fees, disbursement 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 interestwhole, one additional local counsel in each relevant jurisdiction (to the extent reasonably necessary) and one or more additional counsel if one or more conflicts of interest (or perceived conflicts of interest) arise (which shall be limited to one counsel for each group of similarly affected Indemnitees similarly situated taken as a wholein each relevant jurisdiction)), 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, (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 jurisdiction, or (z) are related to any dispute solely among Indemnitees that does not 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 Holdings or any of its Affiliates (except to the extent that such dispute is brought against an Indemnitee acting in its capacity or in fulfilling its role as Administrative Agent, LenderLead Arranger, L/C Issuer, arranger or bookrunner or (B) an act or omission (or an alleged act or omission) by any Loan Party Swing Line Lender or any Subsidiarysimilar role under this Agreement or any other Loan Document). 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 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 shall, jointly and severally, 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 Borrowers 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 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 covenants of the foregoingLoan Parties under the Loan Documents, 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.or

Indemnification by the Loan Parties. The Domestic 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 settlement costs), 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 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 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 out of a dispute solely from claims of any Indemnitee against one between two or more other Indemnities that do Indemnitees and not involve (1) involving any action or have not resulted from inaction by the Parent or any of its Subsidiaries or (A2) an act or omission relating to any action of an such Indemnitee in its capacity as Administrative Agent, LenderArranger, 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 SubsidiarySwing Line Lender. 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 any counsel for any Indemnitee (limited to one counsel to the for all Indemnitees taken as a whole and, if reasonably necessarynecessary or appropriate, a single special and/or local counsel for the Indemnitees taken as a whole in each relevant jurisdictionjurisdiction and, and solely in the case of a conflict of interest, one additional counsel in each relevant material 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 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, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available (x) to the extent that such losses, claims, damages, liabilities or related expenses (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 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 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 in the case of disputes solely between or omission (among Indemnitees and not arising out of any acts or an alleged act or omission) omissions by any Loan Party or any Subsidiaryof its Subsidiaries or Affiliates, except that in the event of such dispute involving a claim or proceeding brought against the Administrative Agent or the Arranger (in each case, in its capacity as such) by the other Indemnitees, such indemnity shall be available to the Administrative Agent or the Arranger (in each case, in its capacity as such), as applicable (subject to the other limitations and exceptions set forth in this proviso). 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, 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 applicable 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 conflict of interest, one 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 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 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)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 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 a claim brought by one Indemnitee against another Indemnitee (except when one of the Indemnitees was acting in its capacity or more in fulfilling its role as Administrative Agent, Arranger or any similar role under this Agreement or 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 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, 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)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 (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 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 Each Loan Parties shall Party shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), each Sustainability Structuring Agent, each Lender and the L/C Issuer, the Agents and their Affiliates 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 reasonable and documented out-of-pocket 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 for the Indemnitees; provided that reimbursement for reasonable and documented out-of-pocket fees, charges and disbursements of additional counsel of the Indemnitees taken will be limited to such specialist counsel as a whole and, if may reasonably necessarybe required by the Indemnitees, a single firm of local counsel for the Indemnitees taken as a whole in each relevant jurisdictionmaterial jurisdiction and, and solely in the case event of a an actual or potential conflict of interestinterest (as reasonably determined by the applicable Indemnitee), one additional firm of counsel in to each relevant jurisdiction to the group of similarly 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 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 therebythereby (including, without limitation, each Lender’s agreement to make Loans or the use or intended use of the proceeds thereof) 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 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 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, penalties, liabilities or related expenses (xA)(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 any of its Related Indemnified Parties or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a breach in bad faith or a material breach of the obligations of such Indemnitee’s obligations Indemnitee or any of its Related Indemnified Parties hereunder or under any other Loan Document, if such Borrower or such any 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 (zB) arise out of a dispute solely among Indemnitees and not resulting 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 its Affiliates (other than any Taxes that represent such losses, claims, damages, etcpenalties, liabilities or related reasonable and documented out-of-pocket expenses against an Indemnitee in its capacity or in fulfilling its role as an Agent). arising from Notwithstanding the foregoing, Section 3.01 shall be the sole remedy for any non-Tax claimindemnification claim in respect of Taxes. No Loan Party shall, except as a result of its indemnification obligations hereunder, and nor shall any of its Related Parties have any liability for any indirect or consequential damages (as opposed to direct or actual damages) in connection with its activities related to the Revolving Facility.