Common use of Indemnification by the U.S. Borrower Clause in Contracts

Indemnification by the U.S. Borrower. The U.S. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and each Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the U.S. Borrower or any other Credit 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 executed or delivered pursuant 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, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by any Credit Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Credit Party or any Subsidiary, (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 Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

Indemnification by the U.S. Borrower. The U.S. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and each Issuing Lenderthe 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, and shall pay or reimburse any such Indemnitee for, any and all losses, claims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC)claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the U.S. Borrower or any other Credit Loan 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 executed contemplated hereby or delivered pursuant hereto or theretothereby, 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, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by any Credit Party the U.S. Borrower or any Subsidiary thereofof its Subsidiaries, or any Environmental Claim Liability related in any way to any Credit Party the U.S. Borrower or any Subsidiaryof 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 U.S. Borrower or any Credit other Loan Party or any Subsidiary thereofof the U.S. Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, ; 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 to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Parties or (y) is solely amongst Indemnitees and/or their Related Parties and does not involve an act or omission by the U.S. Borrower or any other Loan Party or (z) result from a claim brought by the U.S. Borrower or any other Loan Party against an Indemnitee for material breach of such Indemnitee's obligations hereunder or under any other Loan Document, if the U.S. Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

Indemnification by the U.S. Borrower. The U.S. Whether or not the transactions contemplated hereby are consummated, the US Borrower shall indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof), the Joint Lead ArrangersRelated Person, each Lender and each Issuing Lender, each Person included in the definition of L/C Issuer and each Related Party of any of their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (in this section collectively called the foregoing Persons (each such Person being called an “Indemnitee”"Indemnitees") against, from and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, against any and all liabilities, obligations, losses, claims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities penalties, claims, demands, actions, judgments, suits, and related reasonable and documented costs, expenses and disbursements (including the fees, charges and disbursements Attorney Costs) of any counsel for kind or nature whatsoever which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by the U.S. Borrower or any other Credit Party arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument executed or delivered pursuant hereto or thereto, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of in connection with the transactions contemplated hereby or thereby, (iib) any Loan or Commitment, Loan, Letter of Credit or Banker's Acceptance accepted by a Lender hereunder or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiic) any actual or alleged presence or Release release of Hazardous Materials on or from any property currently or formerly owned or operated by any Credit Party Borrower, any Subsidiary or any Subsidiary thereofother Loan Party, or any Environmental Claim Liability related in any way to the any Credit Party Borrower, any Subsidiary or any Subsidiaryother Loan Party, 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 theorytheory (including any investigation of, whether brought by a third party preparation for, or by defense of any Credit Party pending or any Subsidiary thereofthreatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, or (v) any claim (includingcollectively, without limitation, any Environmental Claims or civil penalties or fines assessed by OFACthe "Indemnified Liabilities"), investigationin all cases, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereofWHETHER OR NOT CAUSED BY OR ARISING, arising out of or in any way connected with the LoansIN WHOLE OR IN PART, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 12.05 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Indemnification by the U.S. Borrower. The U.S. Whether or not the transactions contemplated hereby are consummated, each Borrower shall indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof), the Joint Lead ArrangersRelated Person, each Lender and each Issuing Lendertheir respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors and each Related Party of any of attorneys-in-fact (collectively the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, against any and all lossesactual out-of-pocket cost, claims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities and related out-of-pocket expenses (including Attorney Costs, limited to Attorney Costs in connection with one counsel for all Indemnitees (and, solely in the feescase of an actual conflict of interest, charges one additional counsel to the affected Indemnitees, taken as a whole)) and disbursements liabilities of any counsel for kind or nature whatsoever which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by the U.S. Borrower or any other Credit Party arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument executed or delivered pursuant hereto or thereto, in connection with the performance by the parties hereto of their respective obligations hereunder or thereunder transactions contemplated thereby or the consummation of the transactions contemplated hereby or thereby, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iiic) any actual or alleged presence or Release release of Hazardous Materials on or from any property currently or formerly owned or operated by any Credit Party Borrower, any Subsidiary or any Subsidiary thereofother Loan Party, or any Environmental Claim Liability related in any way to any Credit Party Borrower, any Subsidiary or any Subsidiaryother Loan Party, 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 theorytheory (including any investigation of, whether brought by a third party preparation for, or by defense of any Credit Party pending or any Subsidiary thereofthreatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, or (v) any claim (includingcollectively, without limitation, any Environmental Claims or civil penalties or fines assessed by OFACthe “Indemnified Liabilities”), investigationin all cases, litigation or other proceeding (whether or not the Administrative Agent caused by or any Lender is a party thereto) and the prosecution and defense thereofarising, arising in whole or in part, out of or the negligence of the Indemnitee; provided, that no Borrower shall have any obligation to reimburse any Indemnitee for fees and expenses unless such Indemnitee provides such Borrower an executed undertaking in which such Indemnitee agrees to refund and return any way connected with and all amounts paid by such Borrower to such Indemnitee to the Loansextent such Indemnified Party is found, this Agreementpursuant to a nonappealable judgment of a court of competent jurisdiction, any other Loan Document, or any documents contemplated by or referred to herein or therein or not be entitled to such amounts pursuant to the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, terms hereof; provided further that such indemnity shall not, as to any Indemnitee, be available to the extent that (a) such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have disbursements resulted from the willful misconduct, bad faith, fraud or gross negligence of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent, trustee, investment advisor or attorney-in-fact of such Indemnitee, (b) for any Indemnitee’s (or any of its affiliate’s or related party’s) breach of its obligations under the Loan Documentation, or (c) for any dispute arising out of or in connection with any claim, litigation, investigation or proceeding that does not involve an act or omission of any Borrower or any of its affiliates and that is brought by an Indemnitee against any other Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement in the absence of such Indemnitee’s or of any Affiliate, director, officer, employee, counsel, agent, trustee, investment advisor or attorney-in-fact of such Indemnitee’s gross negligence or willful misconduct misconduct, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.05 applies, such Indemniteeindemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 12.05 shall be paid within ten (10) Business Days after written demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 12.05. The agreements in this Section 12.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Indemnification by the U.S. Borrower. The U.S. Whether or not the transactions contemplated hereby are consummated, the US Borrower shall indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof), the Joint Lead ArrangersRelated Person, each Lender and each Issuing Lender, each Person included in the definition of L/C Issuer and each Related Party of any of their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (in this section collectively called the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, against any and all liabilities, obligations, losses, claims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities penalties, claims, demands, actions, judgments, suits, and related reasonable and documented costs, expenses and disbursements (including the fees, charges and disbursements Attorney Costs) of any counsel for kind or nature whatsoever (other than those that are governed by Sections 5.01, 5.04, or 5.05, in which case those sections shall govern) which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by the U.S. Borrower or any other Credit Party arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument executed or delivered pursuant hereto or thereto, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of in connection with the transactions contemplated hereby or thereby, (iib) any Loan or Commitment, Loan, Letter of Credit or Banker’s Acceptance accepted by a Lender hereunder or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender the L/C Issuer to honor a demand for payment under a Letter of Credit 121 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 Materials on or from any property currently or formerly owned or operated by any Credit Party Borrower, any Subsidiary or any Subsidiary thereofother Loan Party, or any Environmental Claim Liability related in any way to the any Credit Party Borrower, any Subsidiary or any Subsidiaryother Loan Party, 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 theorytheory (including any investigation of, whether brought by a third party preparation for, or by defense of any Credit Party pending or any Subsidiary thereofthreatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, or (v) any claim (includingcollectively, without limitation, any Environmental Claims or civil penalties or fines assessed by OFACthe “Indemnified Liabilities”), investigationin all cases, litigation or other proceeding (whether or not the Administrative Agent caused by or any Lender is a party thereto) and the prosecution and defense thereofarising, arising in whole or in part, out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or negligence of the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 12.05 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Indemnification by the U.S. Borrower. The U.S. US Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and each Issuing LenderL/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, and shall pay or reimburse any such Indemnitee for, any and all losses, claims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC)claims, damages, liabilities and related expenses (including the fees, charges and disbursements all Attorney Costs of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the U.S. any Borrower or any other Credit Loan 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 executed contemplated hereby or delivered pursuant hereto or theretothereby, 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 Loan, Letter of Credit or Canadian Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing an L/C Issuer or the Canadian Lender to honor a demand for payment under a Letter of Credit or a Canadian Letter of Credit, as applicable, if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or such Canadian Letter of Credit, as the case may be), (iii) any actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by any Credit Party the US Borrower or any Subsidiary thereofof its Subsidiaries, or any Environmental Claim Liability related in any way to any Credit Party the US Borrower or any Subsidiaryof 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 Credit Party the US Borrower or any Subsidiary thereofother Loan Party, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (includingin all cases, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not the Administrative Agent caused by or any Lender is a party thereto) and the prosecution and defense thereofarising, arising in whole or in part, out of the comparative, contributory or in any way connected with sole negligence of the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, 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 to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the US Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the US Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the U.S. Borrower. The U.S. US Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangerseach Sustainability Coordinator, each Lender and each Issuing LenderL/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, and shall pay or reimburse any such Indemnitee for, any and all losses, claims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC)claims, damages, liabilities and related expenses (including the fees, charges and disbursements all Attorney Costs of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the U.S. any Borrower or any other Credit Loan 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 (including the Indemnitee’s reliance on any Communication executed using an Electronic Signature or delivered pursuant hereto or theretoin the form of an Electronic Record), 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 Loan, Letter of Credit or Canadian Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing an L/C Issuer or the Canadian Lender to honor a demand for payment under a Letter of Credit or a Canadian Letter of Credit, as applicable, if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or such Canadian Letter of Credit, as the case may be), (iii) any actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by any Credit Party the US Borrower or any Subsidiary thereofof its Subsidiaries, or any Environmental Claim Liability related in any way to any Credit Party the US Borrower or any Subsidiaryof 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 Credit Party the US Borrower or any Subsidiary thereofother Loan Party, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (includingin all cases, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not the Administrative Agent caused by or any Lender is a party thereto) and the prosecution and defense thereofarising, arising in whole or in part, out of the comparative, contributory or in any way connected with sole negligence of the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, 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 to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the US Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the US Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the U.S. Borrower. The U.S. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and each Issuing Lenderthe 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, and shall pay or reimburse any such Indemnitee for, any and all losses, claims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC)claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the U.S. Borrower or any other Credit Loan 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 executed contemplated hereby or delivered pursuant hereto or theretothereby, 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, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by any Credit Party the U.S. Borrower or any Subsidiary thereofof its Subsidiaries, or any Environmental Claim Liability related in any way to any Credit Party the U.S. Borrower or any Subsidiaryof 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 U.S. Borrower or any Credit other Loan Party or any Subsidiary thereofof the U.S. Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, ; 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 to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Parties or (y) is solely amongst Indemnitees and/or their Related Parties and does not involve an act or omission by the U.S. Borrower or any other Loan Party or (z) result from a claim brought by the U.S. Borrower or any other Loan Party against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the U.S. Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

Indemnification by the U.S. Borrower. The (a) Whether or not the transactions contemplated hereby are consummated, the U.S. Borrower shall indemnify and hold harmless the Administrative Agent (and any sub-agent thereof), the Joint Lead ArrangersAgent, each Lender and each Issuing Lender, each Person included in the definition of L/C Issuer and each their respective Related Party of any of Parties (in this section collectively called the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, against any and all liabilities, obligations, losses, claims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities penalties, claims, demands, actions, judgments, suits, and related reasonable and documented costs, expenses and disbursements (including Attorney Costs, provided that in the case of an actual or potential conflict of interest the U.S. Borrower shall indemnify each affected Indemnitee for all fees, charges expenses and disbursements of any one U.S. outside counsel and one Canadian outside counsel for such affected Indemnitee) of any Indemnitee)kind or nature whatsoever (other than those that are governed by Sections 5.01, 5.04 or 5.05, in which case those sections shall govern) which may at any time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by the U.S. Borrower or any other Credit Party arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument executed or delivered pursuant hereto or thereto, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of in connection with the transactions contemplated hereby or thereby, (iib) any Loan or Commitment, Loan, Letter of Credit or Bankers’ Acceptance accepted by a Lender hereunder or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiic) any actual or alleged presence or Release release of Hazardous Materials on or from any property currently or formerly owned or operated by any Credit Party Borrower, any Subsidiary or any Subsidiary thereofother Loan Party, or any Environmental Claim Liability related in any way to any Credit Party Borrower, any Subsidiary or any Subsidiaryother Loan Party, 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 theorytheory (including any investigation of, whether brought by a third party preparation for, or by defense of any Credit Party pending or any Subsidiary thereofthreatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, or (v) any claim (includingcollectively, without limitation, any Environmental Claims or civil penalties or fines assessed by OFACthe “Indemnified Liabilities”), investigationin all cases, litigation or other proceeding (whether or not the Administrative Agent caused by or any Lender is a party thereto) and the prosecution and defense thereofarising, arising in whole or in part, out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or negligence of the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses disbursements (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of, or a material breach of any Loan Document by, such Indemnitee or (ii) arise from any loss asserted against such Indemnitee by another Indemnitee, except (A) in its capacity or in fulfilling its role as Administrative Agent, Joint Lead Arranger or any similar role under this Agreement or (B) that are caused by a failure of any Loan Party to comply with the terms of any Loan Document or the breach by any Loan Party of any representation and warranty contained therein. All amounts due under this Section 12.05 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Indemnification by the U.S. Borrower. The U.S. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and each the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the U.S. Borrower or any other Credit 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 executed or delivered pursuant 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, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by any Credit Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Credit Party or any Subsidiary, (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 Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

Indemnification by the U.S. Borrower. The U.S. US Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and each Issuing LenderL/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, and shall pay or reimburse any such Indemnitee for, any and all losses, claims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC)claims, damages, liabilities and related expenses (including the fees, charges and disbursements all Attorney Costs of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the U.S. any Borrower or any other Credit Loan 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 executed contemplated hereby or delivered pursuant hereto or theretothereby, 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 Loan, Letter of Credit or Canadian Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing an L/C Issuer or the Canadian Lender to honor a demand for payment under a Letter of Credit or a Canadian Letter of Credit, as applicable, if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or such Canadian Letter of 126 Credit, as the case may be), (iii) any actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by any Credit Party the US Borrower or any Subsidiary thereofof its Subsidiaries, or any Environmental Claim Liability related in any way to any Credit Party the US Borrower or any Subsidiaryof 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 Credit Party the US Borrower or any Subsidiary thereofother Loan Party, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (includingin all cases, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not the Administrative Agent caused by or any Lender is a party thereto) and the prosecution and defense thereofarising, arising in whole or in part, out of the comparative, contributory or in any way connected with sole negligence of the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, 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 to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the US Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the US Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.