Common use of Indemnities Clause in Contracts

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each Arranger, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lender.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Arranger, each Agent, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, shareholders, controlling persons, members, representatives, attorneys, consultants and consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIII (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting to the extent it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, “Indemnified Matters Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any Warnaco Entity; of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by any Facility the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or any Facility the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any Warnaco Entity, of its Subsidiaries and (By) attributable solely to acts of the ArrangersAdministrative Agent, the Facility AgentsCollateral Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents such Agent, such Lender or such LenderIssuer.

Indemnities. (a) The Borrower agrees Whether or not the transactions contemplated hereby shall be consummated, the Obligors agree to indemnify defend, indemnify, pay and hold harmless each Arranger, each the Loan Agent, each Lender the Lenders, and each Issuer and each of their respective Affiliates, and each of the officers, directors, officers, employees, agents, representative, attorneys, consultants agents and advisors of or to any of controlling Persons (collectively called the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”"Indemnitees") from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements and expenses of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of outside counsel to any for such IndemniteeIndemnitees, but excluding Taxes) which that may be imposed on, incurred by by, or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwiseIndemnitee, in any manner relating to or arising out of this Agreement, any Agreement or the other Loan DocumentDocuments or the transactions contemplated hereby or thereby (including, any Secured Obligationwithout limitation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loan) or any breach or default by the Borrowers of any provision of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby Loan Documents (collectively, collectively called the “"Indemnified Matters”Liabilities"); provided, however, provided that the Borrower Obligors shall not have any obligation under this Section 11.4 (i) to an any Indemnitee hereunder with respect to any Indemnified Matter caused by or resulting Liabilities to the extent such Indemnified Liabilities (i) arise from the gross negligence or willful misconduct of that an Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes are specifically addressed elsewhere in this Agreement (and amounts relating thereto)including, the indemnification for which shall be governed solely and exclusively by without limitation, Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii)2.10, (iii) and arise from breaches by an Indemnitee of any Loan Document to which it is a party, or (iv) aboveconstitute ordinary and usual operating or overhead expenses of an Indemnitee (excluding, without limitation, costs and expenses of any outside counsel, consultant or agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Obligors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the extent payment and satisfaction of all Indemnified Liabilities incurred following (A) foreclosure by any Facility Agent, any Lender the Indemnitees or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lenderthem.

Indemnities. (a) The Borrower agrees to defend, protect, indemnify and hold harmless each Arranger, each Agent, each the Lender and each Issuer of its Affiliates and each of their respective its and its Affiliates, and each of the ' directors, officersofficers and employees (collectively, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”"Idemnitees") from and against any and all claims, damages, liabilities, obligations, losseslosses (other than loss of profits), damages, penalties, fees, actions, judgments, suits, claims, costs, expenses and disbursements and expenses of any kind or nature whatsoever (including excluding any taxes and including, without limitation, the reasonable fees and disbursements of counsel to any for such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee Indemnitees in connection with any investigative, administrative or arising out of any investigation, litigation or judicial proceeding, whether or not any such Indemnitee is Indemnitees shall be designated a party thereto), whether direct, indirect, or consequential which any of them may incur and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or reasonably pay arising out of or relating to this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Agreement or the Note or any act, event of the transactions contemplated hereby or transaction related or attendant to any thereof, thereby or the use direct or intended use indirect application or proposed application of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectivelyAdvance, the “Indemnified Matters”); provided, however, that the Borrower shall not have any no obligation under this Section 11.4 (i) to an Indemnitee hereunder with respect to any Indemnified Matter matter caused solely by or resulting solely from the willful misconduct or gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another such Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants onThe Borrower, upon demand by the Lender, shall reimburse each Indemnitee for any reasonable legal or into such property or any contiguous real estate; (ii) any costs or liabilities other expenses incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs investigating or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to defending any of the foregoing except if the same is directly due to the willful misconduct or gross negligence of such mattersIndemnitee. If the undertaking to indemnify, such Indemnitee pay and hold harmless set forth in this Section 6.04 may be unenforceable because it is a mortgagee pursuant to violative of any leasehold mortgage, a mortgagee in possessionlaw or public policy, the successor in interest Borrower shall contribute the maximum portion which it is permitted to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) pay and (iv) abovesatisfy under applicable law, to the extent payment and satisfaction of all liabilities, obligations, losses, damages, penalties, fees, actions, judgments, suits, claims, costs, expenses or disbursements incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderIndemnitee.

Indemnities. (a) The Borrower Corporation agrees to indemnify and hold harmless each ArrangerAgent and its respective affiliates, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employeespartners, agents, representativeemployees, attorneysadvisors, consultants shareholders, successors and advisors of or to any assigns of the foregoing Agents (including those retained in connection with hereinafter referred to as the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “IndemniteePersonnel”) from and against any and all expenses, losses (other than loss of profits), claims, actions, suits, proceedings, court costs, contingencies, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims and costs of investigation) , and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any claim (including, without limitation, securityholder or derivative actions, arbitration proceedings or otherwise) that may be made or threatened against the Agents and/or the Personnel, to which the Agents and/or their Personnel ‎may become subject or otherwise involved in any capacity under any statute or common law or otherwise, ‎insofar as such expenses, losses, claims, damages, liabilitiesliabilities or actions arise out of or are based, obligationsdirectly or ‎indirectly, lossesupon (a) the performance of professional services rendered to the Corporation by the Agents and ‎their Personnel hereunder (b) any untrue statement or alleged untrue statement of a material fact ‎contained in the U.S. Preliminary Prospectus, penaltiesU.S. Final Prospectus, actionsU.S. Registration Statement, judgments, suits, costs, disbursements or Blue Sky Registrations used to offer securities of the Corporation in a transaction subject to the ‎engagement as such materials may be amended or supplemented (and expenses of any kind or nature (including reasonable fees and disbursements of counsel but not limited to any such Indemnitee‎documents deemed to be incorporated therein by reference) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified MattersOffering Materials”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage any ‎omission or alleged omission to real state therein a material fact necessary in order to make the statements therein, ‎in the light of the circumstances under which they were made, not misleading, or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (iic) any costs or liabilities incurred otherwise in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, ‎with the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i)this Agreement, (ii)whether performed before or after the Corporation’s execution of this Agreement, (iii) and (iv) abovetogether with any expenses, to the extent losses, claims, damages or liabilities that are incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangersenforcing this indemnity. In addition, the Facility Agents, such Lender Corporation shall indemnify and save harmless the Agents from any and all losses or such Issuer or any agent expenses relating to sales to investors on behalf of the Facility Agents or such LenderPresident’s List and investors that are Company Purchasers.

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless each Arranger, each and defend the Administrative Agent, each Lender and Lender, each L/C Issuer, each Person (other than the Borrower) party to a Secured Hedging Agreement, each Person that each L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature Liabilities (including reasonable brokerage commissions, fees and disbursements of counsel to any such Indemniteeother compensation) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured ObligationDisclosure Document, any Obligation (or the repayment thereof), any Letter of Credit or any actCredit, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan or the use of the Loans any Letter of Credit, or Letters any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of Credit any Group Member or any Affiliate of any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including reasonable attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter caused by or resulting other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto). Furthermore, the indemnification for which shall be governed solely Borrower waives and exclusively by Section 2.16agrees not to assert against any Indemnitee, and (iii) shall cause each other Loan Party to an Indemnitee waive and not assert against any Indemnitee, any right of contribution with respect to any Indemnified Matter Liabilities that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants may be imposed on, upon incurred by or into such property or asserted against any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderRelated Person.

Indemnities. (a) The Borrower Company agrees to to, and shall cause each other Loan Party to, indemnify and hold harmless each ArrangerAgent, each AgentArranger, each Lender and each Issuer Issuing Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIX) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Payment Obligation, any Letter of Credit Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Company shall not have any obligation liability under this Section 11.4 (i) 14.17 to an Indemnitee with respect to any Indemnified Matter caused by or resulting to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, (ii) with respect further, that the Company shall not be required to taxes (reimburse the Indemnitees for the fees and amounts relating thereto), expenses of more than one joint counsel for the indemnification Administrative Agent and the Collateral Agent and one joint counsel for which the other Indemnitees unless such representation shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission result in a conflict of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemniteeinterest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants Hazardous Materials on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any Warnaco Entity; of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Lien; Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Company or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by any Facility the Collateral Agent, at the direction of the Administrative Agent, any Lender or any IssuerIssuing Lender, or any Facility Agent, any Lender or any Issuer Issuing Lender having become the successor in interest to the Company or any Warnaco Entity, of its Subsidiaries and (By) to the extent attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer Issuing Lender or any agent on behalf of the Facility Agents such Agent, such Lender or such Issuing Lender.

Indemnities. (a) The Borrower agrees to Delek-Big Xxxxx shall defend, indemnify and hold harmless each ArrangerDelek Refining, each Agent, each Lender and each Issuer and each of their respective its Affiliates, and each of the their respective directors, officers, employees, representatives, agents, representativecontractors, attorneyssuccessors and permitted assigns (collectively, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “IndemniteeDelek Refining Indemnitees”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind Liabilities directly or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or indirectly arising out of (i) any investigationbreach by Delek-Big Xxxxx of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Delek-Big Xxxxx made herein or in connection herewith proving to be false or misleading, litigation (ii) any failure by Delek Big-Xxxxx, its Affiliates or proceedingany of their respective employees, whether representatives, agents or not contractors to comply with or observe any such Indemnitee is a party thereto, whether direct, indirectApplicable Law, or consequential and whether based on any federal(iii) injury, state or local law or other statutory regulation, securities or commercial law or regulationdisease, or under common law death of any Person or in equity, or on contract, tort or otherwise, in any manner relating damage to or arising out loss of this Agreementany property, fine or penalty, any other Loan Documentof which is caused by Delek-Big Xxxxx, any Secured Obligation, any Letter of Credit its Affiliates or any actof their respective employees, event representatives, agents or transaction related or attendant to any thereof, or contractors in the use or intended use of the proceeds exercise of any of the Loans rights granted hereunder or Letters of Credit the handling, storage, transportation or in connection with any investigation disposal of any potential matter covered hereby (collectivelyProducts hereunder, except to the “Indemnified Matters”); providedextent that such injury, howeverdisease, that the Borrower shall not have any obligation under this Section 11.4 (i) death, or damage to an Indemnitee with respect to any Indemnified Matter or loss of property was caused by or resulting from the gross negligence or willful misconduct on the part of that Indemniteethe Delek Refining Indemnitees, as determined their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, Delek-Big Sandy’s liability to the Delek Refining Indemnitees pursuant to this Section 20(a) shall be net of any insurance proceeds actually received by a court the Delek Refining Indemnitee or any of competent jurisdiction in a final non-appealable judgment or order, (ii) their respective Affiliates from any third Person with respect to taxes (and amounts relating thereto), or on account of the damage or injury which is the subject of the indemnification claim. Delek Refining agrees that it shall, and shall cause the other Delek Refining Indemnitees to, (a) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Delek Refining Indemnitees are entitled with respect to or on account of any such damage or injury, (b) notify Delek-Big Xxxxx of all potential claims against any third Person for which shall be governed solely and exclusively by Section 2.16any such insurance proceeds, and (iiic) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission keep Delek-Big Xxxxx fully informed of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with efforts of the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred Delek Refining Indemnitees in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any pursuing collection of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lenderinsurance proceeds.

Indemnities. Without limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and whether or not any of the transactions contemplated hereby are consummated, the Seller hereby agrees to indemnify each Indemnified Party from and against, and hold each thereof harmless from, any and all claims, losses, liabilities, costs and expenses of any kind whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, or resulting from, in whole or in part, one or more of the following: (a) The Borrower agrees this Agreement or any other Transaction Document or any other agreement or document delivered or to indemnify and hold harmless each Arrangerbe delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Owner in any Receivable, each Agentany Contract or any Related Security; or (d) any transaction contemplated by this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; excluding, each Lender and each Issuer and each however, Indemnified Amounts to the extent resulting from either (x) the gross negligence or willful misconduct on the part of their respective Affiliatessuch Indemnified Party, and each or (y) the failure to collect amounts in respect of a Pool Receivable, to the extent such failure results from a discharge of the directors, officers, employees, agents, representative, attorneys, consultants Obligor with respect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts. Without limiting or being limited by the foregoing and advisors of whether or to not any of the foregoing (including those retained in connection with transactions contemplated hereby are consummated, the satisfaction or attempted satisfaction of Seller shall pay on demand to each Indemnified Party any of the conditions set forth in Article III) (each and all amounts necessary to indemnify such Person being an “Indemnitee”) Indemnified Party from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind Indemnified Amounts which relate to or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirectresult from, or consequential and whether based on any federalwhich would not have occurred but for, state one or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use more of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lender.following:

Indemnities. (a) The Group and the Borrower agrees agree, jointly and severally, to indemnify and hold harmless each Arranger, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that neither Group nor the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lender.

Indemnities. (a) The Borrower agrees to shall indemnify and hold harmless each Arranger, each the Administrative Agent, each Lender Lender, each Issuer, the Arrangers and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativepartners, attorneys, consultants trustees or advisors and advisors of or to any of other representatives (collectively the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “IndemniteeIndemnitees”) from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements and expenses (including Attorney Costs) of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner way relating to or arising out of this Agreementor in connection with (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of such Indemnitees, and solely in the case of a conflict of interest between Indemnitees (where the Indemnitee affected by such conflict has informed the Borrower of such conflict), one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby (including, without limitation, the reliance in good faith by any Indemnitee on any notice purportedly given by or on behalf of the Borrower), (ii) the Transaction, (iii) any Commitment, Loan Document, any Secured Obligation, any or Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended proposed use of the proceeds therefrom (including any refusal by an 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), (iv) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Loans foregoing, whether based on contract, tort or Letters of Credit or in connection with any other theory (including any investigation of, preparation for, or defense of any potential matter covered hereby pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified MattersLiabilities”); providedprovided that such indemnity shall not, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect as to any Indemnified Matter caused by Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or resulting disbursements (A) resulted from (x) the gross negligence negligence, bad faith or willful misconduct of that Indemnitee, such Indemnitee or of any Related Indemnified Person of such Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any Related Indemnified Person of such Indemnitee, in each case as determined by a final non-final, non appealable judgment of a court of competent jurisdiction or order, (iiz) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed any dispute solely and exclusively by Section 2.16, and (iii) to among Indemnitees other than any claims against an Indemnitee with respect to in its capacity or in fulfilling its role as an administrative agent, collateral agent, co-collateral agent, arranger, bookrunner or any Indemnified Matter that does not involve an similar role under the Facilities and other than any claims arising out of any act or omission of the Borrower or any Warnaco Entity of its Affiliates or affiliate thereof (B) have been settled pursuant to any settlement arrangement entered into by the applicable Indemnitee or any Related Indemnified Persons of such Indemnitee, in each case, without the Borrower’s prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. 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 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 Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by one any Loan Party, its directors, stockholders or creditors or an Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) other Person, whether or not any costs Indemnitee is otherwise a party thereto and whether or liabilities incurred in connection with not any Remedial Action concerning any Warnaco Entity; (iii) any costs of the transactions contemplated hereunder or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Lawof the other Loan Documents is consummated. All amounts due under this Section 12.4 (after the determination of a court of competent jurisdiction, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee if required pursuant to any leasehold mortgagethe terms of this Section 12.4), a mortgagee shall be paid within twenty (20) Business Days after written demand therefor. The agreements in possessionthis Section 12.4 shall survive the resignation of the Administrative Agent, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Swing Loan Lender or any Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or any Facility Agentdischarge of all the other Obligations. This Section 12.4 shall not apply to Taxes, any Lender Other Taxes, taxes covered by Section 3.4 or any Issuer having become amounts excluded from the successor in interest definition of Taxes pursuant to clauses (i) through (vii) of the first sentence of Section 3.1(a), which shall be governed by Section 3.1 or Section 3.4, except it 192 shall apply to any Warnaco Entitytaxes (other than taxes imposed on or measured by net income (however denominated, and including branch profits and similar taxes), and franchise or similar taxes) that represent losses, claims, damages, etc. arising from a non-tax claim (B) attributable solely including a value added tax or similar tax charged with respect to acts the supply of the Arrangers, the Facility Agents, such Lender legal or such Issuer or any agent on behalf of the Facility Agents or such Lenderother services).

Indemnities. (a) The Borrower agrees to Borrowers shall indemnify and hold harmless each the Administrative Agent, the Collateral Agent, the Lead Arranger, each the Documentation Agent, each Lender the Syndication Agent, the Issuing Bank and each Issuer and each of their respective AffiliatesLender, and each Related Party of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) Persons (each such Person being called an “Indemnitee”) from against, and against hold each Indemnitee harmless from, on an after-Tax basis, any and all losses, claims, damages, liabilities, obligations, losses, penalties, actionsliabilities and related expenses, judgmentsincluding the reasonable fees, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees charges and disbursements of any counsel to for any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the handling of the Funding Accounts, Collection Account, any account subject to a Blocked Account Agreement and Collateral of Borrowers as herein provided, (iv) the Agent, Issuing Bank or arising out Lender relying on any instructions of the Administrative Borrower, (v) any investigationactual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their Subsidiaries, litigation or proceedingany Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (vi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, theory and regardless of whether any Secured Obligation, any Letter of Credit Indemnitee or any actLoan Party is a party thereto; provided that such indemnity shall not, event or transaction related or attendant as to any thereofIndemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or the use or intended use related expenses are finally determined by a court of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not competent jurisdiction to have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction such Indemnitee in a final non-appealable judgment nonappealable order or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lenderjudgment.

Indemnities. Without limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and whether or not any of the transactions contemplated hereby are consummated, the Seller hereby agrees to indemnify each Indemnified Party from and against, and hold each thereof harmless from, any and all claims, losses, liabilities, costs and expenses of any kind whatsoever (including, without limitation, reasonable legal fees and expenses on a full indemnity basis) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, or resulting from, in whole or in part, one or more of the following: (a) The Borrower agrees this Agreement or any other Transaction Document or any other agreement or document delivered or to indemnify and hold harmless each Arrangerbe delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment or Capital Increase; (c) the interest of any Owner in any Receivable, each Agentany Contract or any Related Security; or (d) any transaction contemplated by this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; excluding, each Lender and each Issuer and each however, Indemnified Amounts to the extent resulting from either (x) the gross negligence or willful misconduct on the part of their respective Affiliatessuch Indemnified Party, and each or (y) the failure to collect amounts in respect of a Pool Receivable, to the extent such failure results from a discharge of the directors, officers, employees, agents, representative, attorneys, consultants Obligor with respect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts. Without limiting or being limited by the foregoing and advisors of whether or to not any of the foregoing (including those retained in connection with transactions contemplated hereby are consummated, the satisfaction or attempted satisfaction of Seller shall pay on demand to each Indemnified Party any of the conditions set forth in Article III) (each and all amounts necessary to indemnify such Person being an “Indemnitee”) Indemnified Party from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind Indemnified Amounts which relate to or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirectresult from, or consequential and whether based on any federalwhich would not have occurred but for, state one or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use more of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lender.following:

Indemnities. (a) The Borrower agrees to Borrowers shall indemnify and hold harmless each the Administrative Agent, the Collateral Agent, the Lead Arranger, each the Documentation Agent, each Lender the Syndication Agent, the Issuing Bank and each Issuer and each of their respective AffiliatesLender, and each Related Party of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) Persons (each such Person being called an “Indemnitee”) from against, and against hold each Indemnitee harmless from, on an after-Tax basis, any and all losses, claims, damages, liabilities, obligations, losses, penalties, actionsliabilities and related expenses, judgmentsincluding the reasonable fees, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees charges and disbursements of any counsel to for any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the handling of the Funding Accounts, Collection Account, any account subject to a Blocked Account Agreement and Collateral of Borrowers as herein provided, (iv) the Agent, Issuing Bank or arising out Lender relying on any instructions of the Administrative Borrower, (v) any investigationactual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their Subsidiaries, litigation or proceedingany Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (vi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any such other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant as to any thereofIndemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or the use or intended use related expenses are finally determined by a court of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not competent jurisdiction to have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction such Indemnitee in a final non-appealable judgment nonappealable order or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lenderjudgment.

Indemnities. (a) The Borrower Each Loan Party agrees to indemnify indemnify, pay, and hold harmless each Arranger, each Agent, Agent Party and each Lender and each Issuer its respective Affiliates and each of their the respective Affiliates, and each of the directorspartners, officers, directors, employees, agents, representative, attorneys, consultants advisors and advisors representatives of or to any of each Lender and its respective Affiliates (the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “IndemniteeIndemnitees”) harmless from and against any and all claims, damages, liabilities, obligations, losseslosses (including reasonable fees of attorneys and consultants), damages, penalties, actions, judgments, suits, costs, disbursements suits and expenses claims of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which whatsoever that may be imposed on, incurred by by, or asserted against any such the Indemnitee as a result of Administrative Agent and each Lender being a party to this Agreement or otherwise in connection with this Agreement, any of the other Loan Documents or any of the transactions contemplated hereby or thereby; provided that, (A) in the absence of a conflict of interest, the Loan Parties shall only be required to pay the fees and expenses of one law firm for Administrative Agent and the Lenders (in addition to the expenses of local and special counsel for Administrative Agent and the Lenders) and (B) the Loan Parties shall have no obligation to an Indemnitee hereunder with respect to liabilities arising out from the gross negligence, willful misconduct of, or breach of any investigationLoan Document by, litigation or proceedingthat Indemnitee, whether or in each such case as determined by a final non appealable judgment of a court of competent jurisdiction. To the fullest extent permitted by Applicable Law, Borrower shall not assert, and hereby waives, any such Indemnitee is a party theretoclaim against any Indemnitee, whether directon any theory of liability, for special, indirect, consequential or consequential and whether based on any federalpunitive damages (as opposed to direct or actual damages) arising out of, state or local law or other statutory regulation, securities or commercial law or regulationin connection with, or under common law or in equityas a result of, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan DocumentDocument or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Secured Obligation, any Loan or Letter of Credit or any act, event or transaction related or attendant to any thereofCredit, or the use or intended use of the proceeds thereof. No Indemnitee referred to in this paragraph shall be liable for any damages arising from the use by unintended recipients of any of the Loans information or Letters of Credit other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with any investigation of any potential matter covered this Agreement or the other Loan Documents or the transactions contemplated hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (thereby. This Subsection 9.1 and amounts relating thereto), the all indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with provisions contained within any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any Loan Document shall survive the termination of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lenderthis Agreement.

Indemnities. (a) The Borrower a. Licensee hereby agrees to indemnify indemnify, defend and hold harmless each ArrangerLicensor, each Agenttheir hotels, each Lender partners, subsidiaries, affiliates, franchises, and each Issuer allied companies and each of their respective Affiliates, and each of the directors, officers, employeesdirectors, agents, representativecontractors, attorneyssubcontractors and employees (collectively, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III"Indemnitees") (each such Person being an “Indemnitee”) harmless from and against any and all claims, liabilities, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses fines penalties or costs of any kind or whatsoever nature (including reasonable fees attorneys' fees), and disbursements whether or not occurring during the term hereof or occasioned or contributed to by the negligence of counsel Licensor, a Hotel, or any agent or employee of the Indemnitees, or any of them (except as and to any such Indemnitee) which may be imposed onthe extent otherwise prohibited by applicable law), incurred by or asserted against any such Indemnitee in connection with or arising out of or in any investigationway connected with, litigation and whether by reason of death of or proceedinginjury to any person or loss of or damage to any property or otherwise, arising out of or in any way connected with actions or omissions of Licensee under this Agreement. Licensee's representations, warranties, covenants agreements and licenses hereunder, the services provided by Licensee or any Licensees or other subcontractors, of Licensee hereunder or any related act of failure to act by Licensee, its agents, licensees, subcontractors, servants employees or invitees, including without limitation the use of the Licensed Area and any allegation that the Equipment or any part of them infringes any rights of any other person, including without limitation copyright, patent, trade secret, trademark, artist rights, droit moral, privacy, publicity or other intellectual property laws, whether or not any such occurring during the term hereof or occasioned or contributed to by the negligence of an Indemnitee is a party thereto, whether direct, indirector an agent or employee of the Indemnitees, or consequential any of them (except as and whether based on to the extent prohibited by applicable law). In the event that any federal, state claim is made or local law any action or other statutory regulation, securities or commercial law or regulationproceeding is brought against the Indemnitees, or under common law or in equityany of them, or on contract, tort or otherwise, in any manner relating to or arising out of or connected with this Agreement, any other Loan Documentsuch Indemnitees may be notice to Licensee, any Secured Obligationelect to require Licensee, any Letter of Credit at Licensee's expense, to resist such claim or any act, event or transaction related or attendant to any thereof, or take over the use or intended use of the proceeds defense of any of the Loans such action or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectivelyproceeding and employ counsel for such purpose, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) such counsel to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any the prior approval of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderIndemnitee.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each Agent, each Arranger, each AgentLender, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIISection 4 (Conditions Precedent)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Revolving Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) 10.4 to an Indemnitee with respect to any Indemnified Matter caused by or resulting that has resulted from the gross negligence or willful misconduct of that Indemniteesuch Indemnitee or the breach by such Indemnitee of its obligations under this Agreement, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lender.

Indemnities. (a) The Borrower Company agrees to indemnify and hold harmless each Agent, Arranger, Lender, Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and Co-Documentation Agent, each Lender and each Issuer the Syndication Agent and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIII (Conditions to Loans and Letters of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Credit, any Disclosure Document, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Borrowers shall not have any obligation liability under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, “Indemnified Matters Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; migrating from such property, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any Warnaco Entity; of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien on Real Property or any asset owned or leased by the Company or any of its Subsidiaries and (iv) any costs or liabilities concerning the Company or any of its Subsidiaries, including their operations and owned or leased Real Property, incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Company or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by any Facility the Administrative Agent, any Lender or any Issuer, or any Facility the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Company or any Warnaco Entity, of its Subsidiaries and (By) to the extent attributable solely to acts or omissions of the Arrangers, the Facility AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents Administrative Agent, such Lender or such LenderIssuer or any other Indemnitee.

Indemnities. (a) The Borrower Company agrees to to, and shall cause each other Loan Party to, indemnify and hold harmless each Agent, each Arranger, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIX) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Payment Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Company shall not have any obligation liability under this Section 11.4 (i) 14.17 to an Indemnitee with respect to any Indemnified Matter caused by or resulting to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, (ii) with respect further, that the Company shall not be required to taxes (reimburse the Indemnitees for the fees and amounts relating thereto), expenses of more than one joint counsel for the indemnification Administrative Agent and the Collateral Agent and one joint counsel for which the other Indemnitees unless such representation shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission result in a conflict of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemniteeinterest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants Hazardous Materials on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any Warnaco Entity; of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Lien; Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Company or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by any Facility the Collateral Agent, at the direction of the Administrative Agent, any Lender or any IssuerLender, or any Facility Agent, Agent or any Lender or any Issuer having become the successor in interest to the Company or any Warnaco Entity, of its Subsidiaries and (By) to the extent attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents such Agent or such Lender.

Indemnities. (a) The Borrower agrees Borrowers agree to indemnify and hold harmless the Administrative Agent, each Arranger, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativerepresentatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article III) III (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit the Disclosure Documents, the Term Loan Notes or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Term Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Borrowers shall not have any obligation under this Section 11.4 (i) 10.4 to an Indemnitee with respect to any Indemnified Matter caused by or resulting primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all liabilities and costs arising under any Environmental Liabilities and Costs arising from Law relating to or connected with the past, present or future operations of the Administrative Borrower or any Warnaco Entity involving any property subject to a Collateral Document, of its Subsidiaries or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estateContaminants; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Administrative Borrower or any Warnaco Entityof its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. 9601 et seq.) as amended and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender attributable to the gross negligence or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts willful action of the Arrangers, the Facility AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents or Administrative Agent, such Lender. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, any of its directors, securityholders or creditors, an Indemnitee or any other person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated; provided that to the extent no conflict exists, the Loan Parties shall only be obligated to reimburse fees and expenses of one legal counsel for all Indemnified Persons in each relevant jurisdiction.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each ArrangerNotwithstanding any provisions in the Note or Mortgage or any other instrument evidencing, each Agentsecuring, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of guaranteeing or to any of the foregoing (including those retained executed in connection with the satisfaction Loan (collectively the "Loan Documents") limiting or attempted satisfaction negating Indemnitor’s personal liability, Indemnitor agrees to unconditionally and absolutely indemnify and hold Mortgagee (as defined in Section 12 hereof), its officers, directors, policyholders, employees, agents and attorneys harmless from and against any loss, cost, liability, damage, claim or expense, including attorneys’ fees, suffered or incurred by Mortgagee in connection with the Mortgaged Property at any time, whether before, during or after enforcement of Mortgagee’s rights and remedies upon default under the Loan Documents, under or on account of, or as a result of (i) any Environmental Laws, as that term is defined in Section 13 hereof, (ii) any presence, release, or threat of release of Hazardous Materials, as defined in Section 13 hereof, at, upon, under or within the Mortgaged Property, (iii) the presence Loan No. 526436:11 of asbestos or asbestos-containing materials, PCB’s, radon gas, urea formaldehyde foam insulation or lead (whether in paint, water, soil, or plaster) at the Mortgaged Property, (iv) any breach of the covenants and warranties made in Section 2 hereof or in Paragraph 39 of the Mortgage, (v) the falsity of any of the conditions set forth representations made in Article III) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses Section 2 hereof or in Paragraph 39 of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceedingthe Mortgage, whether or not any such Indemnitee is a party theretocaused by Indemnitor or (vi) the failure of Indemnitor to duly perform the obligations or actions set forth in Section 2 hereof and in Paragraph 39 of the Mortgage, whether directincluding, indirectwithout limitation, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out for all parts of this Agreementsubsection 1(a), with respect to: (A) the imposition by any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds governmental authority of any of lien upon the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or orderMortgaged Property, (iiB) with respect to taxes clean-up costs, (and amounts relating thereto), the indemnification C) liability for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act personal injury or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, damage or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants onthe environment, upon or into such property or any contiguous real estate; (iiD) any costs or liabilities incurred diminution in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any the value of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) Mortgaged Property and (ivE) abovefines, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, penalties and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lenderpunitive damages.

Indemnities. (a) The Borrower agrees to indemnify and shall indemnify, hold harmless each Arranger, each Agent, each and defend Lender and each Issuer its successors and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”) from and assigns against any and all claims, damagesdemands, suits and legal proceedings, whether civil, criminal, administrative, investigative or otherwise, including arbitration, mediation, bankruptcy and appeal and including any claims, demands, suits and legal proceedings arising out of: (i) the actual or alleged manufacture, purchase, ordering, financing, shipment, acceptance or rejection, titling, registration, leasing, ownership, delivery, rejection, non-delivery, possession, use, transportation, storage, operation, maintenance, repair, return or disposition of the Equipment; (ii) patent, trademark or copyright infringement; or (iii) any alleged or actual breach, default or Event of Default by Borrower (all of the foregoing hereinafter collectively referred to as “Actions”); and (iv) any and all penalties, losses, liabilities, obligationsincluding the liability of Borrower or Lender for negligence, lossestort, penaltiesstrict liability or environmental liability, actions, judgments, suitsdamages, costs, disbursements court costs and expenses of any kind or nature (and all other expenses, including reasonable fees Attorneys’ Fees, judgments and disbursements of counsel to any such Indemnitee) which may be imposed onamounts paid in settlement, incurred by incident to, arising out of, or asserted against in any such Indemnitee way connected with any Actions, any Agreement, any Equipment, or any other instrument, document or agreement executed in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of contemplated by any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”)foregoing; provided, however, provided that the Borrower shall not have no obligation hereunder to Lender or any of its affiliates or related to the extent that such obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting for indemnification shall have resulted from the gross negligence negligence, bad faith or willful misconduct of that Indemnitee, the party to be indemnified or any of its affiliates as determined by a court of competent jurisdiction in a final non-appealable judgment of a court of competent jurisdiction. The term “Attorneys’ Fees” as used herein shall include any and all reasonable and documented attorneys’ fees that are incurred by Lender incident to, arising out of, or orderin any way in connection with Lender’s interests in, (ii) with respect to taxes (or defense of, any Action or Lender’s enforcement of its rights and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee interests with respect to any Indemnified Matter that does not involve an act Equipment or omission otherwise under each Agreement, or any other instrument, document or agreement executed in connection with or contemplated by any of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters which shall include (i) such reasonable and documented attorneys’ fees incurred by Lender whether or not a suit or action is commenced, and all Environmental Liabilities and Costs arising from costs in collection of sums due during any work out or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entitysettlement negotiations, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect cost to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any defend Lender or to enforce any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lenderits rights.

Indemnities. (a) The Borrower Each Obligor agrees to indemnify and indemnify, hold harmless each Arranger, each and defend the Administrative Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) Related Persons (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature Liabilities (including reasonable brokerage commissions, fees and disbursements of counsel to any such Indemniteeother compensation) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured ObligationObligation (or the repayment thereof), any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan, the Refinancing, or any securities filing of, or with respect to, the Borrower and its Subsidiaries, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Loans Borrower, its Subsidiaries or Letters any Affiliate of Credit or any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of securities or creditors (and including reasonable attorneys' fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower Obligors shall not have any obligation liability under this Section 11.4 (i) 9.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter caused by or resulting other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, (ii) with respect each Obligor waives and agrees not to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an assert against any Indemnitee any right of contribution with respect to any Indemnified Matter Liabilities that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants may be imposed on, upon incurred by or into such property or asserted against any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderRelated Person.

Indemnities. (a) The Borrower agrees to shall indemnify and hold harmless each Arranger, each Agent, each the Lender and each Issuer and each of their respective Affiliates, its affiliates and each of the respective officers, directors, officers, employees, agents, representativeadvisors, attorneysattorneys and representatives of each (each, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”"Indemnified Party") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements losses liabilities and expenses of any kind or nature (including including, without limitation, reasonable fees and disbursements of counsel to any such Indemnitee) which counsel), joint or several, that may be imposed on, incurred by or asserted or awarded against any such Indemnitee Indemnified Party, in each case arising out of or in connection with or arising out of relating to any investigation, litigation or proceedingproceeding or the preparation of any defense with respect thereto, arising out of or in connection with or relating to the Term Loans, the Loan Documents (excluding the Warrants) or the transactions contemplated thereby, or any use made or proposed to be made with the proceeds of the Term Loans, whether or not such investigation, litigation or proceeding is brought by the Borrower, any such Indemnitee of its shareholders or creditors, an Indemnified Party or any other person, or an Indemnified Party is otherwise a party thereto, whether direct, indirect, or consequential thereto and whether based on any federalor not the transactions contemplated hereby are consummated, state except to the extent such claim, damage loss, liability or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction expense is found in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission a court of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. No Indemnified Party shall have any Release of Contaminants onliability (whether direct or indirect, upon in contract, tort or into such property otherwise) to the Borrower or any contiguous real estate; (ii) any costs of its shareholders or liabilities incurred creditors for or in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Lawthe transactions contemplated hereby, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, except to the extent incurred following such liability is found in a final non-appealable judgement by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In no event, however, shall any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages and the Borrower hereby waives, releases and agrees (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, for itself and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents its Subsidiaries) not to sue xxxn any such claim for any such damages, whether or such Lendernot accrued and whether or not known or suspected to exist in its favor.

Indemnities. (a) The Borrower agrees Borrowers agree to indemnify and hold harmless each Agent, Arranger, each Agent, each Lender and Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIII (Conditions To Loans And Letters Of Credit) (each such Person being an “"Indemnitee”")) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or state, provincial, local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Credit, any Disclosure Document, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or 123 Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower Borrowers shall not have any obligation liability under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting to the extent that such liability has resulted primarily from the gross negligence or willful misconduct of that Indemnitee or from any material breach of any of such Indemnitee's obligations under the Loan Documents to which it is a party, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, "Indemnified Matters Matters" include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any Warnaco Entity; of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. Section 9601 et seq.) and applicable state, provincial or other property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Company or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by any Facility the Administrative Agent, any Lender or any Issuer, or any Facility the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Company or any Warnaco Entity, of its Subsidiaries and (By) attributable solely to acts of the Arrangers, the Facility AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents Administrative Agent, such Lender or such LenderIssuer.

Indemnities. (a) The Each Borrower agrees agrees, jointly and severally, to indemnify and hold harmless each Agent, each Arranger, each AgentLender, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIISection 4 (Conditions Precedent)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Borrowers shall not have any obligation liability under this Section 11.4 (i) 10.4 to an Indemnitee with respect to any Indemnified Matter caused by or resulting that has resulted from the gross negligence or willful misconduct of that Indemniteesuch Indemnitee or the breach by such Indemnitee of its obligations under this Agreement, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lender.

Indemnities. (a) The Borrower agrees Parent and the Borrowers jointly and severally agree to and hereby do indemnify and hold harmless each Arranger, each Administrative Agent, each the Collateral Agent, Arrangers, Issuers, and Lender and each Issuer and each of (together with their respective AffiliatesAffiliates (and controlling persons) and the respective officers, and each of the directors, officers, employees, agents, representative, attorneys, consultants members (and advisors successors and assigns) of or to any each of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (foregoing, each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees reasonable, documented and customary fees, disbursements and expenses of counsel financial and legal advisors to any such Indemnitee, provided that legal advisors shall be limited to the reasonable and documented fees, disbursements and expenses of (x) which one firm of counsel for each Agent, one firm of counsel for the Term Lenders and one firm of counsel for the Issuers, (y) one firm of local counsel in each relevant jurisdiction, and (z) in the case of an actual or perceived conflict of interest where the person affected by such conflict retains its own counsel, of another firm of counsel for such affected person in each relevant jurisdiction) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party theretothereto and regardless of whether such matter is initiated by a third party or by the Borrowers or any of its Affiliates, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Borrowers shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to (i) any Indemnified Matter caused by or resulting from the gross negligence negligence, bad faith or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or orderorder or order of an arbitral tribunal, (ii) with respect to taxes (and amounts relating thereto)a material breach of the Loan Documents by such Indemnitee, the indemnification for which shall be governed solely and exclusively as determined by Section 2.16, a court of competent jurisdiction in a final non-appealable judgment or order or order of an arbitral tribunal and (iii) to any action brought by one Indemnitee against another Indemnitee (except in its capacity as an Indemnitee with respect to any Indemnified Matter that Agent) which does not involve an act or omission by the Parent or any of its Affiliates or (iv) any Warnaco Entity settlement entered into by such Indemnitee without the Parent’s written consent (such consent not to be unreasonably withheld, conditioned or affiliate thereof delayed); provided that the foregoing indemnity will apply to any such settlement in the event that the Parent was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to so assume; provided, further, that if there is brought a final and non-appealable judgment by one a court of competent jurisdiction, the Parent agrees to indemnify and hold harmless each Indemnitee from and against another Indemniteeany and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section 11.4. Without limiting the foregoing, but subject to the express limitations of the foregoing, “Indemnified Matters Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Parent, the Borrowers, or any Warnaco Entity of their respective Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Parent, the Borrowers, or any Warnaco Entity; of their respective Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Parent or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Parent or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure (Aor deed in lieu thereof) foreclosure by any Facility Administrative Agent, any Lender or any Issuer, or any Facility Administrative Agent, the Collateral Agent, any Lender or any Issuer having become the successor in interest to the Parent, the Borrowers, or any Warnaco Entity, of their respective Subsidiaries and (By) attributable solely to acts of the Arrangers, the Facility Agentssuch Administrative Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents such Administrative Agent, such Lender or such LenderIssuer. This Section 11.4(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Indemnities. (a) The Borrower agrees Whether or not the transactions contemplated hereby shall be consummated, the Obligors agree to indemnify defend, indemnify, pay and hold harmless each Arrangerthe Board, each the Agent, each Lender the Collateral Agent, the Govco Administrative Agent, the Lenders, the Loan Administrator and each Issuer and each of their respective Affiliates, and each of the officers, directors, officers, employees, agents, representative, attorneys, consultants agents and advisors of or to any of (collectively called the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”"Indemnitees") from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements and expenses of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel to any for such Indemnitee) which may be imposed onIndemnitees, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party theretobut excluding Taxes), whether direct, indirect, indirect or consequential and whether based on any federal, state or local law foreign laws, statutes, rules or other statutory regulationregulations (including without limitation securities and commercial laws, securities statutes and rules or commercial law or regulationregulations), or under on common law or in equityequitable cause or on contract or otherwise, that may be imposed on, incurred by, or on contract, tort or otherwiseasserted against any such Indemnitee, in any manner relating to or arising out of this Agreement, any the other Loan DocumentDocuments or the transactions contemplated hereby or thereby (including, any Secured Obligationwithout limitation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loan) or any breach or default by the Obligors of any provision of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby Loan Documents (collectively, collectively called the “"Indemnified Matters”Liabilities"); provided, however, provided that the Borrower Obligors shall not have any obligation under this Section 11.4 (i) to an any Indemnitee hereunder with respect to any Indemnified Matter caused by or resulting Liabilities to the extent such Indemnified Liabilities arise (i) from the gross negligence or willful misconduct of that IndemniteeIndemnitee (as actually and finally determined by a final and non-appealable judgment of a court of competent jurisdiction) and only to the extent that such Indemnified Liabilities constitute direct (as opposed to special, as indirect, punitive or consequential) damages or (ii) constitute ordinary and usual operating or overhead expenses of an Indemnitee (excluding, without limitation, costs and expenses of any outside counsel, consultant or agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each of the Obligors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Obligor or any of its security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee's gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). Without limitation of the generality of the foregoing, each Indemnitee (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable to any Obligor or any of its security holders or creditors for any action taken or omitted to be taken in a final non-appealable judgment or order, good faith by it in accordance with the advice of such experts and (ii) with shall incur no liability under or in respect to taxes (and amounts relating thereto)this Agreement, the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property Notes or any contiguous real estate; other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (iiwhich may be by telegram, facsimile transmission, cable or telex) any costs believed by it to be genuine and signed or liabilities incurred sent by the proper party or parties. The agreements in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred this Section 9.4 shall survive the termination of the other provisions of this Agreement and the other Loan Documents and, in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any the case of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Collateral Agent, any Lender shall survive the resignation or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts removal of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderCollateral Agent hereunder.

Indemnities. (a) The Borrower agrees Parent and the Applicants jointly and severally agree to and hereby do indemnify and hold harmless each Arranger, each the Administrative Agent, each Lender the Collateral Agent, Arrangers, Bookrunners, Syndication Agents, Issuers and each Issuer and each of Participants (together with their respective AffiliatesAffiliates (and controlling persons) and the respective officers, and each of the directors, officers, employees, agents, representative, attorneys, consultants members (and advisors successors and assigns) of or to any each of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (foregoing, each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees reasonable, documented and customary fees, disbursements and expenses of counsel financial and legal advisors to any such Indemnitee, provided that legal advisors shall be limited to the reasonable and documented fees, disbursements and expenses of (x) which one firm of counsel for all Agents, Participants and Issuers, (y) one firm of local counsel in each relevant jurisdiction, and (z) in the case of an actual or perceived conflict of interest where the person affected by such conflict retains its own counsel, of another firm of counsel for such affected person in each relevant jurisdiction) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party theretothereto and regardless of whether such matter is initiated by a third party or by the Applicants or any of its Affiliates, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Credit Document, any Secured Obligation, any Letter of Credit Credit, the Business Combination or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Applicants shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to (i) any Indemnified Matter caused by or resulting from the gross negligence negligence, bad faith or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or orderorder or order of an arbitral tribunal, (ii) with respect to taxes (and amounts relating thereto)a material breach of the Credit Documents by such Indemnitee, the indemnification for which shall be governed solely and exclusively as determined by Section 2.16, a court of competent jurisdiction in a final non-appealable judgment or order or order of an arbitral tribunal and (iii) to any action brought by one Indemnitee against another Indemnitee (except in its capacity as an Indemnitee with respect to any Indemnified Matter that Agent) which does not involve an act or omission by the Parent or any of its Affiliates or (iv) any Warnaco Entity settlement entered into by such Indemnitee without the Parent’s written consent (such consent not to be unreasonably withheld, conditioned or affiliate thereof delayed); provided that the foregoing indemnity will apply to any such settlement in the event that the Parent was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to so assume; provided, further, that if there is brought a final and non-appealable judgment by one a court of competent jurisdiction, the Parent agrees to indemnify and hold harmless each Indemnitee from and against another Indemniteeany and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section 11.4. Without limiting the foregoing, but subject to the express limitations of the foregoing, “Indemnified Matters Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Parent, the Applicants, or any Warnaco Entity of their respective Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Parent, the Applicants, or any Warnaco Entity; of their respective Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Parent or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Parent or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure (Aor deed in lieu thereof) foreclosure by any Facility the Administrative Agent, any Lender Participant or any Issuer, or any Facility the Administrative Agent, the Collateral Agent, any Lender Participant or any Issuer having become the successor in interest to the Parent, the Applicants, or any Warnaco Entity, of their respective Subsidiaries and (By) attributable solely to acts of the Arrangers, the Facility AgentsAdministrative Agent, such Lender Participant or such Issuer or any agent on behalf of the Facility Agents Administrative Agent, such Participant or such LenderIssuer. This Section 11.4(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Indemnities. (a) The Borrower To the extent permitted by law, Tenant shall and does hereby indemnify Landlord and agrees to indemnify and hold save it harmless each Arrangerand, each Agentat Landlord's option, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”) defend it from and against any and all claims, actions, damages, liabilities, obligations, losses, penalties, actions, liabilities and expenses (including attorneys' and other professional fees) judgments, suitssettlement payments, costs, disbursements and expenses of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed onfines paid, incurred or suffered by or asserted against any such Indemnitee Landlord in connection with loss of life, personal injury and/or damage to property or the environment suffered by third parties arising from or out of the occupancy or use by Tenant of the Premises or any investigationpart thereof or any other part of the Shopping Center, litigation occasioned wholly or proceedingin part by any act or omission of Tenant, its officers, agents, contractors, employees or invitees, or arising, directly or indirectly, wholly or in part from any conduct, activity, act, omission, or operation involving the use, handling, generation, treatment, storage, disposal, other management or Release of any Hazardous Substance in, from or to the Premises, whether or not Tenant may have acted negligently with respect to such Hazardous Substance. Tenant's obligations pursuant to this Section shall survive any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out termination of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee Lease with respect to any Indemnified Matter caused act, omission or occurrence which took place prior to such termination. To the extent permitted by law, Landlord shall and does hereby indemnify Tenant and agrees to save it harmless from and against any and all claims, actions, damages, liabilities and expenses (including attorneys' and other professional fees) in connection with loss of life, personal injury and/or damage to property suffered by third parties arising from or resulting from out of the gross negligence use of any portion of the Common Areas by Landlord, occasioned wholly or willful misconduct of that Indemnitee, as determined in part by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity Landlord, its officers, agents, contractors or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lenderemployees.

Indemnities. (a) The Each Borrower agrees to indemnify and indemnify, hold harmless each Arranger, each and defend the Administrative Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature Liabilities (including reasonable brokerage commissions, fees and disbursements of counsel to any such Indemniteeother compensation) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured ObligationDisclosure Document, any Letter of Credit Obligation (or any actthe repayment thereof), event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Loans any Group Member or Letters any Affiliate of Credit or any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the no Borrower shall not have any obligation liability under this Section 11.4 (i) to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter caused by or resulting other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, (ii) with respect each of Holdings and each Borrower waives and agrees not to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16assert against any Indemnitee, and (iii) shall cause each other Loan Party to an Indemnitee waive and not assert against any Indemnitee, any right of contribution with respect to any Indemnified Matter Liabilities that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants may be imposed on, upon incurred by or into such property or asserted against any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderRelated Person.

Indemnities. (a) The Borrower agrees to shall indemnify and hold harmless each Arrangerthe Agents, each AgentLender, each Lender Issuer, the Arrangers and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativepartners, attorneys, consultants trustees or advisors and advisors of or to any of other representatives (collectively the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “IndemniteeIndemnitees”) from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements and expenses (including Attorney Costs) of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner way relating to or arising out of this Agreementor in connection with (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Revolving Credit Commitment, Loan Document, any Secured Obligation, any or Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended proposed use of the proceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Loans foregoing, whether based on contract, tort or Letters of Credit or in connection with any other theory (including any investigation of, preparation for, or defense of any potential matter covered hereby pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified MattersLiabilities”); providedprovided that such indemnity shall not, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect as to any Indemnified Matter caused by Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or resulting disbursements resulted from (x) the gross negligence negligence, bad faith or willful misconduct of that Indemniteesuch Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee or (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any Related Indemnified Person, in each case as determined by a final, non appealable judgment of a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed any dispute solely and exclusively by Section 2.16, and (iii) to among Indemnitees other than any claims against an Indemnitee with respect to in its capacity or in fulfilling its role as an administrative agent or arranger or any Indemnified Matter that does not involve an similar role under the Facility and other than any claims arising out of any act or omission of the Borrower or any Warnaco Entity of its Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or affiliate thereof in part because they are violative of any applicable law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. 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 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 Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by one any Loan Party, its directors, stockholders or creditors or an Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) other Person, whether or not any costs Indemnitee is otherwise a party thereto and whether or liabilities incurred in connection with not any Remedial Action concerning any Warnaco Entity; (iii) any costs of the transactions contemplated hereunder or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lender.other Loan Documents is consummated. All amounts due under this Section 12.4 shall be paid within twenty (20) Business Days after written demand therefor. The agreements in this Section 12.4

Indemnities. (a) The Each Borrower agrees to indemnify and indemnify, hold harmless each Arranger, each and defend the Administrative Agent, each Lender and Lender, each Issuer Person (other than the Borrowers) that is a party to a Secured Hedging Agreement, and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature Liabilities (including reasonable brokerage commissions, fees and disbursements of counsel to any such Indemniteeother compensation) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured ObligationRelated Document, any Letter of Credit Disclosure Document, any Obligation (or any actthe repayment thereof), event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan, any Related Transaction, or any securities filing of, or with respect to, any Borrower, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Loans Seller, any Borrower or Letters any Affiliate of Credit or any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any Electronic Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the each Borrower shall not have any obligation liability under this Section 11.4 (i) to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter caused by or resulting other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that any Indemnitee. Furthermore, each Borrower waives and agrees not to assert against any Indemnitee, as determined by a court and shall cause each other Borrower to waive and not assert against any Indemnitee, any right of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee contribution with respect to any Indemnified Matter Liabilities that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants may be imposed on, upon incurred by or into such property or asserted against any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderRelated Person.

Indemnities. Each Party (aan “Indemnifying Party”) The Borrower agrees to indemnify shall indemnify, defend, and hold harmless each Arrangerthe other Party and its members, each Agentpartners, each Lender and each Issuer and each of their respective Affiliatesshareholders, and each of the directors, officers, employeesaffiliates, agents, representativeinvitees, attorneyssuccessors and assigns (collectively, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “IndemniteeIndemnified Party”) free and harmless from and against any and all claims, damages, liabilities, obligations, losses, fines, penalties, actionscosts and expenses (including, judgmentswithout limitation, suits, court costs, disbursements investigation fees, reasonable attorneys’ fees and expenses related expenses) of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, asserted against or incurred by or asserted against any such Indemnitee in connection with or Indemnified Party arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating occasioned by the following: (a) the failure of the Indemnifying Party to comply with the conditions and requirements set forth in this Agreement; (b) injury to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant death to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or person resulting from the gross negligence or intentional acts of the Indemnifying Party or any of its members, partners, contractors, consultants, employees, agents or representatives; (d) damage caused by the use of hazardous materials on the Property by the Indemnifying Party or any of its members, partners, contractors, consultants, employees, agents or representatives; (e) violation of applicable law or regulations by the Indemnifying Party; or (f) any lien that may be filed against the Property or any improvements thereon or for unpaid bills for the design, construction, maintenance or repair of improvements by the Indemnifying Party or any of its members, partners, contractors, consultants, employees, agents or representatives on the Property. This indemnification shall not apply to losses, damages, claims, expenses and other liabilities to the extent caused by any negligence or willful misconduct on the part of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect any Indemnified Party. Notwithstanding anything to taxes (and amounts relating thereto)the contrary contained herein, the indemnification Parties’ obligations to indemnify one another under this Section shall exclude claims for consequential damages, which are hereby expressly waived. The indemnifications under this Section shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act survive the expiration or omission earlier termination of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lenderthis Agreement.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each Arranger, each Agent, each Arranger, Lender, Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender and each or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIII (Conditions to Loans and Letters of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries or any such Indemnitee or any of their respective directors, security holders or creditors or the Borrower or any such Subsidiary, Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Credit, any Disclosure Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 to an Indemnitee (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes a dispute among Indemnitee (and amounts relating theretoother than a claim against any Agent or its affiliates solely in its capacity as Agent, except to the extent such claim is found by a final non-appealable judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such Lead Arranger or affiliate, as applicable), the indemnification for which shall be governed solely and exclusively by Section 2.16, and ; or (iii) to arising from a material breach of the obligations of an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission under this Agreement as determined by a final, non-appealable judgment of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemniteea court of competent jurisdiction. Without limiting the foregoing, “Indemnified Matters Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; migrating from such property, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any Warnaco Entity; of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien on Real Property or any asset owned or leased by the Borrower or any of its Subsidiaries and (iv) any costs or liabilities concerning the Borrower or any of its Subsidiaries, including their operations and owned or leased Real Property, incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any Warnaco Entity, of its Subsidiaries and (By) to the extent attributable solely to acts or omissions of the Arrangers, the Facility Agentsany Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents such Agent, such Lender or such LenderIssuer or any other Indemnitee.

Indemnities. (a) The Borrower agrees Except for taxes which shall be governed exclusively by Section 1.11, Borrowers agree, jointly and severally, to indemnify indemnify, pay, and hold harmless each ArrangerAgents, each AgentLender, each Lender and each L/C Issuer and each of their respective Affiliatesofficers, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of attorneys (the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “IndemniteeIndemnitees”) harmless from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costsclaims, disbursements costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees) of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which whatsoever that may be imposed on, incurred by by, or asserted against any the Indemnitee as a result of such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is Indemnitees being a party thereto, whether direct, indirect, to this Agreement or consequential and whether based on any federal, state the transactions consummated pursuant to this Agreement or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner otherwise relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters Related Transactions; provided that Borrowers shall have no obligation to an Indemnitee hereunder in respect of Credit or in connection with (A) any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 liabilities (i) to an Indemnitee with respect the extent that the same is found by a final, non-appealable judgment of a court of competent jurisdiction to any Indemnified Matter caused by or resulting have resulted directly from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto)arising from a breach of such Indemnitee’s obligations under this Agreement, the indemnification for which shall be governed solely and exclusively by Section 2.16, and or (iii) to an Indemnitee with respect to arising out of any Indemnified Matter claim, litigation, investigation or proceeding that does not involve an act or omission of any Warnaco Entity Credit Party or affiliate thereof any Credit Party’s affiliates and that is brought by one an Indemnitee against another any other Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (iiB) any costs settlement entered into by such Indemnitee without the Borrower Representative’s written consent (such consent not to be unreasonably withheld or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entitydelayed); (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Lawprovided however, including CERCLA and applicable property transfer laws, whether, with respect that the foregoing indemnity will apply to any such settlement in the event that the Borrower Representative was offered the ability to assume the defense of the action that was the subject matter of such matters, settlement and elected not to assume such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) defense. If and (iv) above, to the extent incurred following (A) foreclosure by that the foregoing undertaking may be unenforceable for any Facility Agentreason, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become Borrowers agree to make the successor in interest maximum contribution to any Warnaco Entity, the payment and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lendersatisfaction thereof which is permissible under applicable law.

Indemnities. (a) The Borrower agrees to shall indemnify and hold harmless each ArrangerHer Majesty the Queen in right of Ontario, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employeesHer ministers, agents, representativeappointees, attorneysand employees, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being called an “Indemnitee”) from against, and against hold each Indemnitee harmless from, any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements Losses and expenses of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed onClaims, incurred by any Indemnitee or asserted against any such Indemnitee by any third party or by the Borrower arising out of, in connection with with, or arising out as a result of (i) the execution or delivery of this Credit Agreement, any investigationother Loan Document or any agreement or instrument contemplated hereby or thereby, litigation the performance or proceedingnon-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower, or any Environmental Liability related in any way to the Borrower, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any such other theory, whether brought by a third party or by the Borrower and regardless of whether any Indemnitee is a party thereto, whether directprovided that such indemnity shall not, indirectas to any Indemnitee, be available to the extent that such Losses or consequential Claims (x) are determined by a court of competent jurisdiction by final and whether based on any federal, state non-appealable judgment to have resulted from the gross negligence or local law wilful misconduct of such Indemnitee or other statutory regulation, securities or commercial law or regulation, (y) result from a Claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that if the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, has obtained a final and non-appealable judgment in its favour on such Claim as determined by a court of competent jurisdiction nor shall it be available in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred matters specifically addressed in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iiiSections 9.3(b) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lender9.4.

Indemnities. (a) The Borrower Company agrees to to, and shall cause each other Loan Party to, indemnify and hold harmless each Agent, the Arranger, each Agent, each Lender and each Issuer Issuing Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIX) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Payment Obligation, any Letter of Credit Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Company shall not have any obligation liability under this Section 11.4 (i) 14.17 to an Indemnitee with respect to any Indemnified Matter caused by or resulting to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, (ii) with respect further, that the Company shall not be required to taxes (reimburse the Indemnitees for the fees and amounts relating thereto), expenses of more than one joint counsel for the indemnification Administrative Agents and the Collateral Agent and one joint counsel for which the other Indemnitees unless such representation shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission result in a conflict of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemniteeinterest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants Hazardous Materials on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any Warnaco Entity; of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Lien; Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Company or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Collateral Agent, at the direction of the Administrative Agents, any Facility Lender or any Issuing Lender, or any Agent, any Lender or any Issuer, or any Facility Agent, any Issuing Lender or any Issuer having become the successor in interest to the Company or any Warnaco Entity, of its Subsidiaries 159 and (By) to the extent attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer Issuing Lender or any agent on behalf of the Facility Agents such Agent, such Lender or such Issuing Lender.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each Arranger, each the Administrative Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIII (Conditions To Letters Of Credit)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its directors, security holders or creditors, an Indemnitee or any other Person or whether or not any such Indemnitee is a party theretothereto and whether or not the transactions contemplated hereby are consummated, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on L/C AGREEMENT FMC CORPORATION contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Credit Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, the Indenture, the Credit Agreement or the Senior Secured Notes or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence negligence, willful misconduct or willful misconduct breach of the Credit Documents of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, “Indemnified Matters Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by any Facility Agent, any Lender the Administrative Agent or any Issuer, or any Facility Agent, any Lender the Administrative Agent or any Issuer having become the successor in interest to the Borrower or any Warnaco Entity, of its Subsidiaries and (By) attributable solely to acts of the Arrangers, the Facility Agents, such Lender Administrative Agent or such Issuer or any agent on behalf of the Facility Agents Administrative Agent or such LenderIssuer.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each the Administrative Agent, the Arranger, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIII (Conditions To Loans And Letters Of Credit) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, or a material breach in bad faith by such Indemnitee of its obligations hereunder or under any other Loan Document, in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, "Indemnified Matters Matters" include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of Holdings or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Documentof its Real Property or personal property, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning Holdings or any Warnaco Entity; of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. Section 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to Holdings or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of Holdings or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents Administrative Agent, such Lender or such LenderIssuer.

Indemnities. (a) The Without limiting any other rights which any Indemnified Party may have hereunder or under applicable Law, the Borrower hereby agrees to indemnify and hold harmless each Arranger, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”) Indemnified Party from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements liabilities and actual and verifiable out of pocket expenses of any kind or nature (including reasonable fees and disbursements of counsel outside counsel) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, or relating to, or in connection with, (1) any representation or warranty made by the Borrower (or any of its Responsible Officers) under this Agreement or under the Transaction Documents which shall have been incorrect in any material respect when made, without giving effect to any clauses therein relating to materiality or Material Adverse Effect, (2) a failure of the Borrower to perform or observe its covenants or other obligations under this Agreement or the Transaction Documents, without giving effect to any clauses therein relating to materiality or Material Adverse Effect, (3) any action, or failure to act, by the Borrower that would result in the failure to vest and maintain in favor of the Borrower, legal and equitable title to, and ownership of, the Film Rights (including for each Completed Film), free and clear of any Adverse Claim, (4) any action by the Borrower that would result in the failure to vest and maintain in the Borrower a first priority perfected security interest in any of the Collateral under the Master Distributor Security Agreement, free and clear of any Adverse Claim other than Permitted Liens, (5) any action by the Borrower that would result in the failure to vest and maintain in the Collateral Agent a first priority perfected security interest in any of the Collateral under this Agreement, free and clear of any Adverse Claim other than Permitted Liens, (6) the failure by the Borrower to comply with any applicable Law, or (7) any failure of the Borrower to pay when due any Taxes owed by it. Without limiting or being limited by the foregoing, the Borrower agrees to pay, on demand, to each Indemnified Party any and all amounts necessary to indemnify such Indemnitee) which may be imposed on, incurred by or asserted Indemnified Party from and against any such Indemnitee in connection with and all Indemnified Amounts relating to or arising out of resulting from any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating proceeding related to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or matters referred to above in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee 12.06 or any investigation, litigation or proceeding with respect to any action, or failure to act, by the Borrower under any of the Transaction Documents to which it is a party or any of the transactions contemplated thereby. Notwithstanding anything in this Section 12.06 to the contrary, the Borrower shall have no obligation to indemnify any Indemnified Matter caused by or Party under this Section 12.06 in respect of Indemnified Amounts to the extent resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), on the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any part of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderIndemnified Party.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each the Administrative Agent, the Collateral Agent, the Arranger, each Agent, each Lender and each Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, shareholders, controlling persons, members, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIII (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, an Affiliate of the Borrower, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Credit, any Disclosure Document, any Second Lien Loan Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. CREDIT AGREEMENT KNOLOGY, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another IndemniteeINC. Without limiting the foregoing, “Indemnified Matters Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any Warnaco Entity; of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by any Facility the Administrative Agent, the Collateral Agent, any Lender or any Issuer, or any Facility the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any Warnaco Entity, of its Subsidiaries and (By) attributable solely to acts of the ArrangersAdministrative Agent, the Facility AgentsCollateral Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents such Agent, such Lender or such LenderIssuer.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each Arranger, each the Administrative Agent, each Lender and Lender, each Issuer (including each Person obligated on a Cash Management Document or Swap Contract that is a Loan Document, but solely to the extent of such Person’s capacity as a Secured Party and not with respect to such Cash Management Document or Swap Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIII (Conditions to Loans and Letters of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of Credit Agreement Orbital Sciences Corporation any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, Obligation or any Letter of Credit Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or to the extent resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, “Indemnified Matters Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action environmental remedial action concerning the Borrower or any Warnaco Entity; of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by any Facility the Administrative Agent, any Lender or any Issuer, or any Facility the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any Warnaco Entity, of its Subsidiaries and (By) attributable solely to acts of the Arrangers, the Facility AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents Administrative Agent, such Lender or such LenderIssuer.

Indemnities. (a) The Borrower Trust agrees to indemnify indemnify, defend and hold harmless each ArrangerDistributor, each Agent, each Lender its officers and each Issuer directors and each any person who controls Distributor within the meaning of their respective Affiliates, and each Section 15 of the directorsSecurities Act of 1933, officers, employees, agents, representative, attorneys, consultants free and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”) harmless from and against any and all claims, damagesdemands, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements liabilities and expenses of any kind or nature (including reasonable the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Distributor, its officers and disbursements of counsel to directors or any such Indemnitee) which controlling person may be imposed onincur under the Securities Act of 1933, incurred by or asserted against under the common law or otherwise, arising out of or based upon any such Indemnitee alleged untrue statement of a material fact contained in connection with the Trust's Registration Statement or Prospectus or arising out of or based upon any investigation, litigation alleged omission to state a material fact required to be stated in either thereof or proceeding, whether or necessary to make the statements in either thereof not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”)misleading; providedproviding, however, that this indemnity, to the Borrower extent that it might require indemnity of any person who is an officer or director or controlling person of Distributor and who is also a director or officer of the Trust, shall not have any obligation under this Section 11.4 (i) inure to an Indemnitee with respect to any Indemnified Matter caused by the benefit of such officer or resulting from the gross negligence director or willful misconduct of that Indemnitee, as determined by controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in a final non-appealable judgment the Securities Act of 1933; and further provided, that in no event shall anything herein contained be so construed as to protect Distributor (or orderits officers and directors or any controlling persons) against any liability to the Trust or its security holders to which Distributor would otherwise be subject by reason of willful misfeasance, (ii) with respect bad faith, or gross negligence, in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Trust's agreement to taxes (indemnify Distributor, its officers and amounts relating thereto)directors and any such controlling person as aforesaid is expressly conditioned upon its being notified of any action brought against Distributor, its officers and directors or any such controlling person, such notification to be given by letter or telegram addressed to the indemnification for which shall be governed solely and exclusively by Section 2.16Trust at its principal office in Omaha, Nebraska, and sent to it by the person against whom such action is brought, within ten (iii10) days after the summons or other legal process shall have been served. The failure to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission so notify the Trust of any Warnaco Entity or affiliate thereof and such action shall not relieve it from any liability which it may have to the person against whom such action is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations reason of any Warnaco Entity involving such alleged untrue statement or omission otherwise than on account of the indemnity contained in this paragraph. The Trust will be entitled, at its election, to assume the defense of any property subject suit brought to a Collateral Documentenforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Trust and approved by Distributor. In the event the Trust does elect to assume the defense of any such suit and retain counsel of good standing approved by the Distributor, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, or damage in case Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse Distributor, its officers and directors, or the controlling person named as defendant or defendants in such suit, for reasonable fees and expenses of any counsel retained by Distributor or them. This indemnity will inure exclusively to real Distributor's benefit, to the benefit of its successors, to the benefit of its officers and trustees and their respective estates, and to the benefit of any controlling person and its successors. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property proceeding against it or any contiguous real estate; (ii) any costs of its officers or liabilities incurred trustees in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the issue and applicable property transfer laws, whether, with respect to sale of any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lenderits Shares.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each Arranger, each the Agent, each Lender and each Issuer Lender, the Permitted Participant and each of their respective AffiliatesAffiliates and the Government Guarantor, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, the Intercreditor Agreement, any Secured Obligation, any Letter of Credit the U.S. Government Guarantee and the application therefor, the Disclosure 70 72 Statement or any act, event or transaction related or attendant to any thereofthereof (including the participation agreement referred to in Section 3.1, or the use or intended use of the proceeds of any of the Term Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) 10.4 to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any Warnaco Entityof its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility the Agent, any Lender or any IssuerLender, or any Facility Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, and (B) attributable solely to acts of the Arrangers, the Facility AgentsAgent, such Lender or such Issuer or any agent on behalf of the Facility Agents Agent or such Lender.

Indemnities. (a) The U.S. Borrower agrees to indemnify and hold harmless each Agent, Arranger, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIII (Conditions To Loans And Letters Of Credit)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, 126 Credit Agreement HLI Operating Company, Inc. Hxxxx Lemmerz Finance LLC — Luxembourg S.C.A. whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Credit, any Disclosure Document, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower Borrowers shall not have any obligation under this Section 11.4 (i) 11.5 to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, “Indemnified Matters Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrowers or any Warnaco Entity of their respective Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrowers or any Warnaco Entityof their respective Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any Warnaco Entity of their respective Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to the Borrowers or any Warnaco Entity, of their respective Subsidiaries and (By) attributable solely to acts of the Arrangers, the Facility Agentssuch Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents such Agent, such Lender or such LenderIssuer.

Indemnities. (a) The Borrower agrees to shall indemnify and hold harmless each Arranger, each Agentthe Agents, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants controlling persons or advisors and advisors other representatives and the successors and permitted assigns of or to any each of the foregoing (including those retained in connection with collectively the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “IndemniteeIndemnitees”) from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements and expenses (including Attorney Costs) of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner way relating to or arising out of this Agreementor in connection with (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of counsel to the Administrative Agent and, if necessary, one local counsel for all Indemnitees taken as a whole in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions), and solely in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower and thereafter retains its own counsel, one additional firm of counsel in each appropriate jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment, Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Loans foregoing, whether based on contract, tort or Letters of Credit or in connection with any other theory (including any investigation of, preparation for, or defense of any potential matter covered hereby pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified MattersLiabilities”); providedprovided that such indemnity shall not, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect as to any Indemnified Matter caused by Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or resulting disbursements resulted from (A) the gross negligence or willful misconduct of that Indemniteesuch Indemnitee or of any Related Indemnified Person, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction in a final non-appealable judgment or order, (iiB) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed any dispute solely and exclusively by Section 2.16, and (iii) to among Indemnitees other than any claims against an Indemnitee with respect to in its capacity or in fulfilling its role as an administrative agent or arranger or any Indemnified Matter that does not involve an similar role under the Facility (excluding their role as a Lender) and other than any claims arising out of any act or omission of the Borrower or any Warnaco Entity of its Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or affiliate thereof in part because they are violative of any applicable law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. 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 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 Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by one any Loan Party, its directors, stockholders or creditors or an Indemnitee against another Indemniteeor 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. Without limiting All amounts due under this Section 12.4 shall be paid within thirty (30) days after written demand therefor. The agreements in this Section 12.4 shall survive the foregoingresignation of the Administrative Agent, Indemnified Matters include (i) the Collateral Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all Environmental Liabilities and Costs the other Obligations. This Section 12.4 shall not apply to Taxes other than any Taxes that represent losses, claims or damages arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lendernon-Tax claim.

Indemnities. (a) The Subject to the provisions of Section 9.5, whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify indemnify, pay and hold harmless each Arranger, each Agent, each Lender the Agent and each Issuer Lender, the shareholders, officers, directors, employees and agents of the Agent and each of their respective AffiliatesLender, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to other Person controlling any of the foregoing (including those retained in connection with within the satisfaction or attempted satisfaction meaning of any either Section 15 of the conditions set forth in Article III) Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (each such Person being each, an “Indemnitee”) "Indemnified Person"), harmless from and against any and all claims, damages, liabilities, obligations, losses, penaltiesdamages, actionscosts and expenses, judgments, suits, costs, disbursements including reasonable attorneys' fees and expenses of any kind or nature costs (including the reasonable fees and disbursements out-of-pocket expenses of counsel counsel) and including costs of investigation, document production, attendance at a deposition or other discovery, related to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with the transactions contemplated by this Agreement, any of the Related Transactions or arising out any contemplated use of any investigation, litigation or proceedingthe proceeds of the Loans, whether or not any such Indemnitee Indemnified Person is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby thereto (collectively, the “"Indemnified Matters”Liabilities"); provided, however, except to the extent that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any such Indemnified Matter caused by or resulting Liabilities result from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral DocumentAgent, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuerother Indemnified Person. If any claim is made, or any Facility Agentaction, suit or proceeding is brought, against any Lender Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower of such claim or any Issuer having become of the successor in interest to any Warnaco Entitycommencement of such action, suit or proceeding, and (B) attributable solely to acts the Borrower shall have the option to, and at the request of the ArrangersIndemnified Person shall, direct and control the Facility Agentsdefense of such action, suit or proceeding, employing counsel selected by the Borrower and reasonably satisfactory to the Indemnified Person, and pay the fees and expenses of such counsel; provided, however, that any Indemnified Person may at its own expense retain separate counsel to participate in such defense. Notwithstanding the foregoing, such Lender or such Issuer or any agent on behalf of Indemnified Person shall have the Facility Agents or such Lender.right to employ separate

Indemnities. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, each Arranger, each Agentco-documentation agent, each bookrunner, each Lender and each Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIII (Conditions Precedent) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Credit, any Related Document, or any act, event or transaction related or attendant to any thereof, thereof or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting that has resulted primarily from (A) the gross negligence or willful misconduct of that Indemnitee or (B) a claim brought by the Borrower or any other Loan Party against such Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any Loan Document (other than any such claim brought against an Indemnitee acting in an agency capacity), in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, “Indemnified Matters Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity Group Member involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; Group Member, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco EntityGroup Member, or the owner, lessee or operator of any property of any Warnaco Entity Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by any Facility the Administrative Agent, either Arranger, any Lender or any Issuer, or any Facility the Administrative Agent, the Arrangers, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, Group Member and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lender.AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Indemnities. (a) The Borrower agrees to indemnify From and after the Closing, Buyer shall indemnify, defend and hold harmless each ArrangerSeller, each AgentSeller’s partners, each Lender and each Issuer and each of their respective Affiliatessubsidiaries, and each of the directorsaffiliates, officers, directors, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction representatives of any of kind from (the conditions set forth in Article III) (each such Person being an “IndemniteeIndemnitees”) from and against any and all claims, damagesdemands, liabilitiescauses of action (including removal and remedial actions), judgments, costs, losses, obligations, lossesfines, penaltiespenalties and damages (including consequential and punitive damages) liabilities (including strict liability), actionsand expenses (including, judgmentswithout limitation, suitsattorneys’ fees, court costs, disbursements and expenses other related costs) of any kind or nature whatsoever (including reasonable fees and disbursements of counsel to collectively, “Losses”) that may at any such Indemnitee) which may time be incurred by, imposed on, incurred by upon or asserted against any such Indemnitee in connection with Indemnitees directly or indirectly based on, or arising out or resulting from (i) the actual or alleged presence of Hazardous Materials at, on, under or adjacent to the Property, and (ii) any investigationEnvironmental Claim relating in any way to the Buyer’s operation or use of the Property as the tenant under the Lease. For purposes of this Agreement, litigation the term “Hazardous Materials” means chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, radioactive materials or proceedinggenetically modified organisms, whether which are, have been or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on become regulated by any federal, state or local law or other statutory regulationgovernment authority including, securities or commercial law or regulationwithout limitation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to petroleum or any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or orderfraction thereof, (ii) with respect to taxes (and amounts relating thereto)asbestos, the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs substance or liabilities incurred in connection with any material defined as a “hazardous substance” pursuant to § 101 of the Comprehensive Environmental Lien; Response, Compensation, and Liability Act (42 U.S.C. § 9601), or (iv) any costs substance or liabilities incurred in connection with material defined as a “hazardous chemical” pursuant to the federal Hazard Communication Standard (29 C.F.R. § 1910.1200); the term “Environmental Claim” means any other matter under claim, action, cause of action, investigation, or notice (written or oral) by any person or entity alleging potential liability (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resource damages, property damages, personal injuries, or civil or criminal penalties) arising out of or resulting from (i) the actual or alleged presence or release into the environment of any Hazardous Materials at any location, whether or not owned or operated by the Seller, or (ii) circumstances forming the basis of any actual or alleged violation of any Environmental Law; and the term “Environmental Law” means all federal, including CERCLA state, local, and applicable property transfer lawsforeign laws and regulations relating to pollution or protection of human health or the environment (including, whetherwithout limitation, with respect ambient air, surface water, ground water, wetlands, land surface, subsurface strata, and indoor and outdoor workplace), including, without limitation, (i) laws and regulations relating to any of such mattersemissions, such Indemnitee is a mortgagee pursuant to any leasehold mortgagedischarges, a mortgagee in possession, the successor in interest to any Warnaco Entityreleases, or the owner, lessee or operator threatened releases of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco EntityHazardous Materials, and (Bii) attributable solely to acts common law principles of tort liability. The provisions of this Section 13 shall survive the Closing and the delivery of the Arrangers, deed to the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderProperty.

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless each Arranger, each and defend the Administrative Agent, each Lender and Lender, each L/C Issuer, each Secured Hedging Counterparty, each Person that each L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature Liabilities (including reasonable brokerage commissions, fees and disbursements of counsel to any such Indemniteeother compensation) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured ObligationRelated Document, any Disclosure Document, any Obligation (or the repayment thereof), any Letter of Credit or any actCredit, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan or the use of the Loans any Letter of Credit, any Related Transaction, or Letters any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of Credit any Group Member or any Affiliate of any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, the Borrower or any third party, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, in each case, with respect to the execution, delivery, enforcement, performance and administration of the Loan Documents, the transactions contemplated thereby and any of the matters specified in clause (i) and (ii) above or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing, which has been taken or not taken by Holdings or any of its Subsidiaries (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter caused by or resulting other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, (ii) with respect each of Holdings and the Borrower waives and agrees not to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16assert against any Indemnitee, and (iii) shall cause each other Loan Party to an Indemnitee waive and not assert against any Indemnitee, any right of contribution with respect to any Indemnified Matter Liabilities that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants may be imposed on, upon incurred by or into such property or asserted against any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderRelated Person.

Indemnities. (a) The Lender and Ship Finance hereby agree, jointly and severally, to indemnify and hold harmless Borrower and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses (and, in the event Ship Finance is no longer a Foreign Private Issuer, losses relating to Borrower's market activities as a consequence of becoming, or of the risk of becoming, subject to Section 16(b) under the Exchange Act, including without limitation, any forbearance from market activities or cessation of market activities and any losses in connection therewith or with respect to this Agreement) incurred or suffered by any such person or entity directly or indirectly arising from, by reason of, or in connection with, (i) any breach by Lender or Ship Finance of any of its representations or warranties contained in Section 7, (ii) any breach by Lender or Ship Finance of any of its covenants or agreements in this Agreement or (iii) any Taxes relating to any payments made or to be made by Borrower or any of its affiliates to Ship Finance, Lender, or any of their respective subsidiaries or affiliates under this Agreement. (b) Borrower hereby agrees to indemnify and hold harmless each Arranger, each Agent, each Lender and each Issuer Ship Finance and each of their respective Affiliatesaffiliates and their former, present and each of the future directors, officers, employees, agents, representative, attorneys, consultants employees and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”) other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, liabilitiesfees, obligationsliens, lossestaxes, penalties, actions, judgments, suits, costs, disbursements obligations and expenses of any kind incurred or nature (including reasonable fees and disbursements of counsel to suffered by any such Indemnitee) which may be imposed onperson or entity directly or indirectly arising from, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigationreason of, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused breach by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission Borrower of any Warnaco Entity of its representations or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from warranties contained 16 in Section 7 or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs breach by Borrower of any of its covenants or liabilities incurred agreements in connection with this Agreement. (c) In case any Remedial Action concerning any Warnaco Entity; (iii) any costs claim or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect litigation which might give rise to any obligation of such matters, such Indemnitee is a mortgagee pursuant party under this Section 12 (each an "Indemnifying Party") shall come to any leasehold mortgage, a mortgagee in possessionthe attention of the party seeking indemnification hereunder (the "Indemnified Party"), the successor Indemnified Party shall promptly notify the Indemnifying Party in interest writing of the existence and amount thereof; provided that the failure of the Indemnified Party to any Warnaco Entitygive such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such claim or litigation as being within its indemnification obligations under this Section 12. Such response shall be delivered no later than 30 days after the ownerinitial notification from the Indemnified Party; provided that, lessee or operator if the Indemnifying Party reasonably cannot respond to such notice within 30 days, the Indemnifying Party shall respond to the Indemnified Party as soon thereafter as reasonably possible. (d) An Indemnifying Party shall be entitled to participate in the defense of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) aboveclaim and, to the extent that it shall wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred following (A) foreclosure by such Indemnified Party, in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any Facility Agentjudgment with respect to, any Lender pending or any Issuerthreatened action or claim in respect of which indemnification or contribution may be sought hereunder (regardless of whether the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or any Facility Agent, any Lender judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or any Issuer having become the successor in interest to any Warnaco Entity, claim and (Bii) attributable solely does not include a statement as to acts or an admission of the Arrangersfault, the Facility Agentsculpability or a failure to act, such Lender by or such Issuer or any agent on behalf of any Indemnified Party. An Indemnified Party shall not make any settlement of any claim or litigation under this Section 12 without the Facility Agents or such Lenderwritten consent of the Indemnifying Party. Section 13.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each Agent, each Arranger, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIISection 4 (Conditions Precedent)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee, provided that there shall be no more than one firm of counsel for all Indemnitees and, if necessary, one firm of local or regulatory counsel in each appropriate jurisdiction and special counsel for each relevant specialty, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of another firm of counsel for such affected Indemnitee)) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) 10.4 to an Indemnitee with respect to any Indemnified Matter caused by or resulting that has resulted from the bad faith, gross negligence or willful misconduct of that Indemniteesuch Indemnitee or the material breach in bad faith by such Indemnitee of its obligations under this Agreement, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lender.

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless each Arranger, each and defend the Administrative Agent, each Lender and Lender, each Issuer Secured Hedging Counterparty, and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature Liabilities (including reasonable brokerage commissions, fees and disbursements of counsel to any such Indemniteeother compensation) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured ObligationDisclosure Document, any Letter of Credit Obligation (or any actthe repayment thereof), event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Revolving Loan or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Group Member or any Affiliate thereof in connection with the Loans or Letters of Credit or foregoing and any Contractual Obligation entered into in connection with any investigation E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any potential matter covered hereby holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter caused by or resulting other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, (ii) with respect each of Holdings and the Borrower waives and agrees not to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16assert against any Indemnitee, and (iii) shall cause each other Loan Party to an Indemnitee waive and not assert against any Indemnitee, any right of contribution with respect to any Indemnified Matter Liabilities that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants may be imposed on, upon incurred by or into such property or asserted against any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderRelated Person. CREDIT AGREEMENT PARLUX LTD.

Indemnities. (a) The Subject to the provisions of Section 11.3 with respect to the limitations on reimbursement of costs and expenses of external counsel and internal counsel described therein, the Borrower agrees to indemnify and indemnify, hold harmless and defend the Administrative Agent, the Collateral Agent, the Syndication Agent, each Co-Documentation Agent, each Arranger, each AgentLender, each Lender and L/C Issuer, each Secured Hedging Counterparty, each Secured Treasury Services Creditor, each Person that each L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature Liabilities (including reasonable brokerage commissions, fees and disbursements of counsel to any such Indemniteeother compensation) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured ObligationDisclosure Document, any Obligation (or the repayment thereof), any Letter of Credit or any actCredit, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan or the use of any Letter of Credit, any Transaction, or any securities filing of, or with respect to, any Group Member, (ii) any engagement letter (including the Loans Engagement Letter), proposal letter or Letters term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of Credit any Group Member or any Affiliate of any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter caused by or resulting other than (to the extent otherwise liable), to the extent such liability has resulted from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto). Furthermore, the indemnification for which shall be governed solely Borrower waives and exclusively by Section 2.16agrees not to assert against any Indemnitee, and (iii) shall cause each other Loan Party to an Indemnitee waive and not assert against any Indemnitee, any right of contribution with respect to any Indemnified Matter Liabilities that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants may be imposed on, upon incurred by or into such property or asserted against any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderRelated Person.

Indemnities. (a) The Borrower agrees to shall protect, defend, indemnify and hold save harmless each Arranger, each Agent, each Lender Administrative Agent and each Issuer and each of Lender, their respective Affiliatesshareholders, and each of the directors, officers, employeesemployees and agents (each, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “IndemniteeIndemnified Person”) from and against any and all claimsLiabilities, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind imposed upon or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any Indemnified Person, whether brought by a third party or any Borrower Party, by reason of (i) credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such Indemnitee credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith; (ii) ownership of the Mortgage, the Project or any interest therein or receipt of any rents and the exercise of rights and remedies thereunder; (iii) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Project or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iv) any use, nonuse or condition in, on or about the Project or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (v) performance of any labor or services or the furnishing of any materials or other property in respect of the Project or any part thereof; (vi) the failure of any Person to file LOAN AGREEMENT – Page 85[Summit Pxxxxxxxxx] timely with the Internal Revenue Service an accurate Form 1000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Agreement, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Agreement is made; (vii) any securities filing of, or with respect to, Borrower, any other Borrower Party or the Project; (viii) any commitment letter, proposal letter or term sheet with any Person and any contractual obligation entered into in connection with any E-Systems or other Electronic Transmissions; (ix) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnified Person or any of its Related Persons, any holders of securities or creditors, whether or not any such Indemnitee Indemnified Person, Related Person, holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirements of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise; (x) all sums paid by Administrative Agent pursuant to Section 9.3, in any manner relating to or arising out of this Agreement, (xi) any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby foregoing (individually and collectively, the “Indemnified MattersMatter”); provided, however, that the Borrower shall not have any obligation no liability under this Section 11.4 (i) 11.5 to an Indemnitee any Indemnified Person with respect to any Indemnified Matter, and no Indemnified Person shall have any liability with respect to any Indemnified Matter caused by or resulting other than (to the extent otherwise liable), to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemniteesuch Indemnified Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, Borrower (iion its own behalf and on behalf of each other Borrower Party) with respect waives and agrees not to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee assert against any Indemnified Person any right of contribution with respect to any Indemnified Matter Liabilities that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants may be imposed on, upon incurred by or into such property or asserted against any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderRelated Person.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each Arranger, each the Administrative Agent, the Arranger and each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article III) III (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Disclosure Document, any Existing Debt Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Bridge Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) 10.4 to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, "Indemnified Matters Matters" include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (49 U.S.C. (S) 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Administrative Agent or any Facility AgentLender, or the Administrative Agent or any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any Warnaco Entity, of its Subsidiaries and (By) attributable solely to acts of the Arrangers, the Facility Agents, Administrative Agent or such Lender or such Issuer or any agent on behalf of the Facility Agents Administrative Agent or such Lender.

Indemnities. (a) The Borrower agrees to shall indemnify and hold harmless each Arrangerthe Agents, each the FILO Agent, each Lender and Lender, each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants controlling persons and advisors other representatives and the successors and permitted assigns of or to any each of the foregoing (including those retained in connection with collectively the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “IndemniteeIndemnitees”) from and against any and all claimsliabilities, losses, damages, liabilitiesclaims, obligationsand reasonable, losses, penalties, actions, judgments, suits, costs, disbursements documented and invoiced out-of-pocket fees and expenses (including Attorney Costs) of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner way relating to or arising out of this Agreementor in connection with (but limited, in the case of Attorney Costs, to the reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges of a single firm of counsel to all Indemnitees taken as a whole and, if necessary, a single firm of local counsel for all Indemnitees taken as a whole in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions), and solely in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower and thereafter retains its own counsel, one additional firm of counsel for each group of affected Indemnitees similarly situated taken as a whole) (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Revolving Credit Commitment, Loan Document, any Secured Obligation, any or Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended proposed use of the proceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liabilities, in each case arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Loans foregoing, whether based on contract, tort or Letters of Credit or in connection with any other theory (including any investigation of, preparation for, or defense of any potential matter covered hereby pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified MattersLiabilities”); providedprovided that such indemnity shall not, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect as to any Indemnified Matter caused by Indemnitee, be available to the extent that such liabilities, losses, damages, claims, costs, expenses or resulting disbursements resulted from (A) (x) the gross negligence negligence, bad faith or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment such Indemnitee or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity Related Indemnified Person or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (iy) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations a breach of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter obligations under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, Loan Document by such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lender.Related Indemnified Person,

Indemnities. (a) The Borrower Without limiting any other rights which the Indemnified Parties may have under the Transaction Documents or any related documents or under applicable law, each of the Centralising Unit and each Seller hereby agrees to indemnify and hold harmless each Arrangerthe Purchaser, each the Italian Issuer, the Agent, each Lender the Joint Lead Arrangers, the Calculation Agent, the Depositor, the Issuers, the Liquidity Banks and each Issuer and the Fund Subscribers, each of their respective Affiliates, Affiliates and each officer, director, employee and agent of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”"Indemnified Party") from and against any and all damages, losses, claims, damages, liabilities, obligationscosts and expenses (including reasonable attorneys' fees and disbursements) (and, in each case, any value added tax thereon) in any way arising out of the Transaction Documents or any documents related to the Securitisation Transaction (excluding, however, any of the foregoing (a) to the extent resulting from the gross negligence (faute lourde) or willful misconduct (dol) on the part of such Indemnified Party or the breach by an Indemnified Party of material obligations under any Transaction Document or any related document, as finally determined by a court of competent jurisdiction, or (b) constituting recourse for Sold Receivables which are not paid or are uncollectible on account of the insolvency, bankruptcy or inability to pay of the applicable obligor) (collectively, "Indemnified Amounts"), including, without limitation, any and all damages, losses, penaltiesclaims, actionsliabilities, judgments, suits, costs, disbursements costs and expenses of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is Indemnified Party as a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lender.result of:

Indemnities. (a) The Borrower agrees Borrowers agree to indemnify and indemnify, hold harmless each Arranger, each and defend the Agent, each Lender and each Issuer Lender, and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature Liabilities (including reasonable brokerage commissions, fees and disbursements of counsel to any such Indemniteeother compensation) which that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Obligation (or the repayment thereof), any related transaction, or any securities filing of, or with respect to, any Borrower, any other Loan Party or the Projects, (ii) any commitment letter, proposal letter or term sheet with any Person and any contractual obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee Indemnitee, Related Person, holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower Borrowers shall not have any obligation no liability under this Section 11.4 (i) 12.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter caused by or resulting other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, each Borrower (iion its own behalf and on behalf of each other Loan Party) with respect waives and agrees not to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an assert against any Indemnitee any right of contribution with respect to any Indemnified Matter Liabilities that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants may be imposed on, upon incurred by or into such property or asserted against any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderRelated Person.

Indemnities. (a) The Group and the Borrower agrees agree, jointly and severally, to indemnify and hold harmless each Arranger, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an 111 “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that neither Group nor the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lender.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each Arranger, each the Administrative Agent, each Lender Lender, Tranche B Investor and each Issuer and each of their respective Affiliates, 109 and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIARTICLE III (CONDITIONS TO LOANS AND LETTERS OF CREDIT)) (each such Person being an “Indemnitee”"INDEMNITEE") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of the Disclosure Statement, any Related Document, any Tranche B Document, the Reorganization, this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”"INDEMNIFIED MATTERS"); providedPROVIDED, however, that the Borrower shall not have any obligation under this Section SECTION 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters "INDEMNIFIED MATTERS" include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (49 U.S.C. Section 9601 ET SEQ.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses CLAUSES (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by any Facility the Administrative Agent, any Lender Lender, Tranche B Investor or any Issuer, or any Facility the Administrative Agent, any Lender Lender, Tranche B Investor or any Issuer having become the successor in interest to the Borrower or any Warnaco Entity, of its Subsidiaries and (By) attributable solely to acts of the Arrangers, the Facility AgentsAdministrative Agent, such Lender Lender, Tranche B Investor or such Issuer or any agent on behalf of the Facility Agents or Administrative Agent, such Lender, Tranche B Investor or Issuer.

Indemnities. (a) The Borrower Each Loan Party jointly and severally ----------- agrees to indemnify indemnify, pay and hold harmless each Arranger, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directorsaffiliates, officers, directors, employees, agents, representative, attorneys, consultants advisors and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) attorneys (each such Person being an “"Indemnitee”", and collectively, "Indemnitees") from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suitssuits and expenses (including, costswithout limitation, disbursements reasonable fees and expenses of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemniteecounsel) which whatsoever that may be imposed on, incurred by by, or asserted or awarded against any such Indemnitee Indemnitee, in each case, as a result of its being a party to this Agreement or the transactions consummated pursuant to this Agreement or arising out of or in connection with or arising out of by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceedingproceeding arising out of, related to or in connection with (a) the Deflecta Acquisition or any related transaction of any Loan Party or any of their respective Subsidiaries or Affiliates, (b) any Permitted Acquisition or proposed acquisition or similar business combination or proposed business combination by Holdings, any Borrower or any of their respective Subsidiaries or their Affiliates of all or any portion of the shares of capital stock or all or substantially all of the property and assets of any other Person, (c) any use made or proposed to be made with the proceeds of the Loans or (d) the actual or alleged presence of Hazardous Materials on any property of any Loan Party or any of their respective Subsidiaries or any Environmental Claims or proceedings relating in any way to any Loan Party or any of their respective Subsidiaries or any of their respective properties, in each case, whether or not such investigations, litigation or proceeding is brought by Holdings, any such Borrower, any of their respective shareholders or creditors or an Indemnitee or an Indemnitee is otherwise a party thereto, whether direct, indirect, or consequential thereto and whether based on any federalor not the Deflecta Acquisition is consummated, state except to the extent such liability, obligation, loss, damage, penalty, action, judgment, suit, claim or local law or other statutory regulationexpense is found in a final, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined nonappealable judgment by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from such Indemnitee gross negligence or willful misconduct. Each Loan Party jointly and severally further agrees that no Indemnitee shall have any Release of Contaminants onliability (whether direct or indirect, upon in contract or into such property tort or otherwise) to any Loan Party or any contiguous real estate; (ii) any costs of their respective Subsidiaries arising out of, related to or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs the Deflecta Acquisition or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of the transactions contemplated herein or in the Loan Documents, except for direct, as opposed to consequential, damages determined in a final nonappealable judgment by a court of competent jurisdiction to have resulted form such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, Indemnitee's gross negligence or willful misconduct. This subsection 9.1 and other indemnification provisions -------------- contained within the successor in interest to any Warnaco Entity, or Loan Documents shall survive the owner, lessee or operator termination of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lenderthis Agreement.

Indemnities. Borrowers shall indemnify the Agent (a) The Borrower agrees to indemnify and hold harmless each Arranger, each Agentany sub-agent thereof), each Lender and each Issuer and each of their respective Affiliatesthe L/C Issuer, and each Related Party of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) Persons (each such Person being called an “Indemnitee”) from against, and against hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements liabilities and related expenses of any kind or nature (including reasonable fees the fees, charges and disbursements of any counsel to for any such Indemnitee) which may be imposed on), incurred by any Indemnitee or asserted against any such Indemnitee by any third party or by a Borrower arising out of, in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirectwith, or consequential and whether based on any federal, state as a result of (i) the execution or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out delivery of this Agreement, any other Loan DocumentDocument 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 Agent (and any Secured Obligationsub-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 any act, event or transaction related or attendant to any thereof, or the use or intended 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 Materials on, at, under or from any property owned, leased or operated by Parent Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent Borrower or any of its Subsidiaries and (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Loans foregoing, whether based on contract, tort or Letters any other theory, whether brought by a third party or by a Credit Party or any Credit Party’s directors, shareholders or creditors, and regardless of Credit or in connection with whether any investigation of any potential matter covered hereby (collectivelyIndemnitee is a party thereto; provided that such indemnity shall not, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect as to any Indemnified Matter caused Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by or resulting a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of that such Indemnitee or (y) result from a claim brought by a Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Parent Borrower or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction in a final nonjurisdiction. To the extent that any Borrower for any reason fails to indefeasibly pay any amount required under the paragraph above or Section 1.3(e) to be paid by it to the Agent (or any sub-appealable judgment or order, (ii) with respect to taxes (and amounts relating theretoagent thereof), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to L/C Issuer or any Indemnified Matter that does not involve an act or omission Related Party of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting of the foregoing, Indemnified Matters include each Lender severally agrees to pay to the Agent (ior any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Pro Rata Share of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub-agent) all Environmental Liabilities and Costs arising from or connected with the pastL/C Issuer in its capacity as such, present or future operations against any Related Party of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property the foregoing acting for the Agent (or any contiguous real estate; (iisuch sub-agent) any costs or liabilities incurred L/C Issuer in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lendercapacity.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each Arranger, each Agent, the Administrative Agent and each Lender and (including each Issuer Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIII (Conditions To Term Loans) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, 92 Term Loan Agreement Collective Brands Finance, Inc. indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Term Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, “Indemnified Matters Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower, the Parent or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants Hazardous Materials on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower, the Parent or any Warnaco Entity; of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA Law and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower, the Parent or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Borrower, the Parent or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Administrative Agent or any Facility AgentLender, or the Administrative Agent or any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to the Borrower, the Parent or any Warnaco Entity, of its Subsidiaries and (By) attributable solely to acts of the Arrangers, the Facility AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents Administrative Agent or such Lender.

Indemnities. (a) The Borrower agrees to Borrowers shall indemnify and hold harmless each the Administrative Agent, the Collateral Agent, the Lead Arranger, each the Syndication Agent, each Lender the Issuing Bank and each Issuer and each of their respective AffiliatesLender, and each Related Party of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) Persons (each such Person being called an “Indemnitee”) from against, and against hold each Indemnitee harmless from, on an after-Tax basis, any and all losses, claims, damages, liabilities, obligations, losses, penalties, actionsliabilities and related expenses, judgmentsincluding the reasonable fees, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees charges and disbursements of any counsel to for any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the handling of the Funding Accounts, Collection Account, any account subject to a Blocked Account Agreement and Collateral of Borrowers as herein provided, (iv) the Agent, Issuing Bank or arising out Lender relying on any instructions of the Administrative Borrower, (v) any investigationactual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their Subsidiaries, litigation or proceedingany Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (vi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, theory and regardless of whether any Secured Obligation, any Letter of Credit Indemnitee or any actLoan Party is a party thereto; provided that such indemnity shall not, event or transaction related or attendant as to any thereofIndemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or the use or intended use related expenses are finally determined by a court of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not competent jurisdiction to have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction such Indemnitee in a final non-appealable judgment nonappealable order or orderjudgment. (c) No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided, however, that the foregoing shall not, and shall not be deemed to, release any Person from liability arising under this Agreement (if any) resulting from such Person’s failure to comply with Section 9.13 hereof. The relationship between any Loan Party, on the one hand, and the Lenders, the Issuing Bank and the Agents, on the other hand, shall be solely that of debtor and creditor. None of the Agents, the Issuing Bank or any Lender (i) shall have any fiduciary responsibilities to any Loan Party, or (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect undertakes any responsibility to any Indemnified Matter that does not involve an act Loan Party to review or omission inform such Loan Party of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred matter in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator phase of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to Loan Party’s business or operations. To the extent incurred following (A) foreclosure permitted by any Facility Agentapplicable law, no Loan Party shall assert, and each hereby waives, any Lender claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or any Issuer, punitive damages (as opposed to direct or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lender.actual damages)

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each Arranger, each the Administrative Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Disclosure Document or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) 13.4 to an Indemnitee with respect to any Indemnified Matter caused by or resulting primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Parent Guarantor, the Borrower or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Loan Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Parent Guarantor, the Borrower or any Warnaco Entityof its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Parent Guarantor, the Borrower or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Parent Guarantor, the Borrower or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by the Administrative Agent or any Facility Lender, or the Administrative Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to the Parent Guarantor, the Borrower or any Warnaco Entityof its Subsidiaries, and (B) attributable solely to acts of the Arrangers, the Facility Agents, Administrative Agent or such Lender or such Issuer or any agent on behalf of the Facility Agents Administrative Agent or such Lender.

Indemnities. (a) The Borrower agrees to and each Guarantor shall jointly and severally indemnify and hold harmless each the Administrative Agent, the Arranger, each the Collateral Monitoring Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”"Indemnified Party") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) Indemnified Party), which may be imposed on, incurred by or asserted against any such Indemnitee Indemnified Party in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee Indemnified Party is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, the Order, any Secured Obligation, any Letter of Credit Credit, any Disclosure Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) 13.4 to an Indemnitee Indemnified Party with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that IndemniteeIndemnified Party, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral DocumentLoan Document or the Order, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any Warnaco Entityof its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee Indemnified Party is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility the Administrative Agent, any Lender or any Issuer, or any Facility the 117 Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, and (B) attributable solely to acts of the Arrangers, the Facility AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents Administrative Agent or such Lender.

Indemnities. (a) The Borrower Fund agrees to indemnify indemnify, defend and hold harmless each ArrangerUnderwriter, each Agent, each Lender its officers and each Issuer directors and each any person who controls Underwriter within the meaning of their respective Affiliates, and each Section 15 of the directorsSecurities Act of 1933, officers, employees, agents, representative, attorneys, consultants free and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”) harmless from and against any and all claims, damagesdemands, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements liabilities and expenses of any kind or nature (including reasonable the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Underwriter, its officers and disbursements of counsel to directors or any such Indemnitee) which controlling person may be imposed onincur under the Securities Act of 1933, incurred by or asserted against under the common law or otherwise, arising out of or based upon any such Indemnitee alleged untrue statement of a material fact contained in connection with the Fund's Registration Statement or Prospectus or arising out of or based upon any investigation, litigation alleged omission to state a material fact required to be stated in either thereof or proceeding, whether or necessary to make the statements in either thereof not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”)misleading; providedproviding, however, that this indemnity, to the Borrower extent that it might require indemnity of any person who is an officer or director or controlling person of Underwriter and who is also a director or officer of the Fund, shall not have any obligation under this Section 11.4 (i) inure to an Indemnitee with respect to any Indemnified Matter caused by the benefit of such officer or resulting from the gross negligence director or willful misconduct of that Indemnitee, as determined by controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in a final non-appealable judgment the Securities Act of 1933; and further provided, that in no event shall anything herein contained be so construed as to protect Underwriter (or orderits officers and directors or any controlling persons) against any liability to the Fund or its security holders to which Underwriter would otherwise be subject by reason of willful misfeasance, (ii) with respect bad faith, or gross negligence, in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund's agreement to taxes (indemnify Underwriter, its officers and amounts relating thereto)directors and any such controlling person as aforesaid is expressly conditioned upon its being notified of any action brought against Underwriter, its officers and directors or any such controlling person, such notification to be given by letter or telegram addressed to the indemnification for which shall be governed solely and exclusively by Section 2.16Fund at its principal office in Omaha, Nebraska, and sent to it by the person against whom such action is brought, within ten (iii10) days after the summons or other legal process shall have been served. The failure to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission so notify the Fund of any Warnaco Entity or affiliate thereof and such action shall not relieve it from any liability which it may have to the person against whom such action is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations reason of any Warnaco Entity involving such alleged untrue statement or omission otherwise than on account of the indemnity contained in this paragraph. The Fund will be entitled, at its election, to assume the defense of any property subject suit brought to a Collateral Documentenforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by Underwriter. In the event the Fund does elect to assume the defense of any such suit and retain counsel of good standing approved by the Underwriter, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or damage in case Underwriter does not approve of counsel chosen by the Fund, the Fund will reimburse Underwriter, its officers and directors, or the controlling person named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by Underwriter or them. This indemnity will inure exclusively to real Underwriter's benefit, to the benefit of its successors, to the benefit of its officers and directors and their respective estates, and to the benefit of any controlling person and its successors. The Fund agrees to notify the Underwriter promptly of the commencement of any litigation or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property proceedings against it or any contiguous real estate; (ii) any costs of its officers or liabilities incurred directors in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the issue and applicable property transfer laws, whether, with respect to sale of any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lenderits Shares.

Indemnities. (a) The Borrower agrees Borrowers jointly and severally agree to indemnify and hold harmless each ArrangerAgent, each AgentArranger, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIII (Conditions To Loans And Letters Of Credit)) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Credit, any Disclosure Document, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower Borrowers shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter (x) caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or orderorder and (y) arising out of, (ii) with respect to taxes (and amounts relating thereto)or in connection with, the indemnification for which shall be governed solely and exclusively use by Section 2.16, and Persons not Indemnitees or parties to the transactions contemplated hereby (iii"Unintended Recipients") to an Indemnitee with respect to any Indemnified Matter that does not involve an act of information or omission of any Warnaco Entity or affiliate thereof and is brought other materials obtained by one Indemnitee against another Indemniteesuch Unintended Recipients through electronic communications. Without limiting the foregoing, "Indemnified Matters Matters" include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. Section 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Company or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by any Facility the Administrative Agent, the Australian Agent, the Australian Collateral Trustee, any Lender or any Issuer, or any Facility the Administrative Agent, the Australian Collateral Trustee, the Australian Agent, any Lender or any Issuer having become the successor in interest to the Company or any Warnaco Entity, of its Subsidiaries and (By) attributable solely to acts of the ArrangersAdministrative Agent, the Facility AgentsAustralian Collateral Trustee, the Australian Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents Administrative Agent, the Australian Collateral Trustee, the Australian Agent, such Lender or such LenderIssuer.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each Arranger, each the Administrative Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable and documented fees and disbursements of counsel to any such Indemnitee, but excluding taxes (other than those covenanted to be paid by the Borrowers under this Agreement) imposed on or measured by the Indemnitee's net income and franchise taxes, imposed on it, by the jurisdiction (or any political subdivision thereof) under the laws of which such Indemnitee is organized or in which its principal office or Applicable Lending Office is located) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on in contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Obligation or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit Advances or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of Terra Industries or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning Terra Industries or any Warnaco Entityof its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental LienLien in respect of any assets or properties of Terra Industries and its Subsidiaries; (iv) any costs or liabilities incurred in connection with any other matter concerning Terra Industries or any of its Subsidiaries under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to Terra Industries or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of Terra Industries or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility the Administrative Agent, any Lender or any Issuer, or any Facility the Administrative Agent, any Lender or any Issuer having become the successor in interest to Terra Industries or any Warnaco Entityof its Subsidiaries, and (B) attributable solely to acts of the Arrangers, the Facility AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents Administrative Agent or such Lender, provided, however, that the Borrower shall not have any obligation under this Section 12.4 to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non- appealable judgment or order.

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless each Arranger, each Agent, each and defend the Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) its Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature Liabilities (including reasonable brokerage commissions, fees and disbursements of counsel to any such Indemniteeother compensation) which that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Disclosure Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Loan or any securities filing of, or with respect to, Borrower, (ii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee (and including attorneys’ fees in any case), whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) 10.3 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter caused by or resulting other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee. Furthermore, Borrower waives and agrees not to assert against any Indemnitee, as determined by a court any right of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee contribution with respect to any Indemnified Matter Liabilities that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants may be imposed on, upon incurred by or into such property or asserted against any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderRelated Person.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each the Administrative Agent, the Arranger, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, trustees, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”"INDEMNITEE") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature whatsoever (including reasonable fees and disbursements of counsel to any such Indemnitee) ), joint or several, which may be imposed on, incurred by by, or asserted or awarded against any such Indemnitee in connection with or arising out of any investigation, litigation or proceedingproceeding or the preparation of any defense in connection therewith, regardless of whether any such investigation, litigation or proceeding is brought by any Loan Party, any of its directors, securityholders or creditors, an Indemnitee or any other Person, whether or not any such Indemnitee is otherwise a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Credit, the Confidential Information Memorandum, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”"INDEMNIFIED MATTERS"); providedPROVIDED, howeverHOWEVER, that the Borrower shall not have any obligation under this Section 11.4 (i) 9.4 to an Indemnitee with respect to any Indemnified Matter (x) caused by or resulting from the gross negligence or willful misconduct of that IndemniteeIndemnitee or (y) arising from the unexcused breach of any contractual commitment of such Indemnitee to the Borrower, as determined by if (in the case of (y)) a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter order establishes that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemniteesuch unexcused breach has occurred. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any Warnaco Entity involving any property subject to a Collateral Document, of its Subsidiaries or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants Materials of Environmental Concern on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any Warnaco Entityof its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 49 U.S.C. Sections 9601 et seq. and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility the Administrative Agent, any Lender or any Issuer, or any Facility the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, and (B) attributable solely to acts of the Arrangers, the Facility AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents Administrative Agent or such Lender.

Indemnities. (a) The Borrower agrees Borrowers agree to indemnify jointly and severally indemnify, hold harmless each Arranger, each and defend Administrative Agent, each Lender and Lender, each L/C Issuer, each Secured Hedging Counterparty, each Person that each L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature Liabilities (including reasonable brokerage commissions, fees and disbursements of counsel to any such Indemniteeother compensation) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured ObligationRelated Document, including the Term Loan Agreement and the Term Loan Documents and the Skilled RE Credit Agreement and the Skilled RE Loan Documents, any Disclosure Document, any Obligation (or the repayment thereof), any Letter of Credit or any actCredit, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan or the use of any Letter of Credit, any transaction contemplated by a Related Document, including the Loans Term Loan Agreement and the Term Loan Documents and the Skilled RE Credit Agreement and the Skilled RE Loan Documents, or Letters any securities filing of, or with respect to, any Loan Party; provided, however, with respect to Liabilities arising from any Related Document, such Liabilities (A) shall be claimed by the Indemnitee under such Related Document to the extent arising thereunder (by way of Credit example, if the Liability of a Lender arises solely as a result of such Lender also being a lender under the Term Loan Facility, such Lender must seek indemnity pursuant to the Term Loan Documents and not this Agreement), and (B) shall be claimed without duplication of any indemnity provided under any Related Document, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Loan Party or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions in connection with any of the foregoing, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case of a single counsel and a single local counsel in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole, and, in the case of an actual or perceived conflict of interest, another firm of counsel for such affected Person), whether or not (A) any such Indemnitee, Related Person, holder or creditor is a party thereto and (B) any such claim, litigation, investigation or proceeding is brought by the Borrowers, their equity holders, their respective Affiliates, their respective creditors or any other Person, or is based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any potential matter covered hereby other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower Borrowers shall not have any obligation liability under this Section 11.4 (i) to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter caused by or resulting other than (to the extent otherwise liable), to the extent such liability (A) has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, or (iiB) with respect has resulted from a material breach in bad faith of this Agreement by such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, each Loan Party waives and agrees not to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16assert against any Indemnitee, and (iii) shall cause each other Loan Party to an Indemnitee waive and not assert against any Indemnitee, any right of contribution with respect to any Indemnified Matter Liabilities that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants may be imposed on, upon incurred by or into such property or asserted against any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderRelated Person.

Indemnities. (a) The Borrower agrees to indemnify To the fullest extent permitted by law, Tenant will, at Tenant’s sole cost and hold harmless each Arrangerexpense, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”) from and Indemnify Landlord Parties against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs Claims arising from (z) any Personal Injury, Bodily Injury or connected with Property Damage whatsoever occurring in or at the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estatePremises; (ii) any costs or liabilities incurred Bodily Injury to an employee of a Tenant Party arising out of and in connection with any Remedial Action concerning any Warnaco Entitythe course of employment of the employee and occurring anywhere in the Project; (iii) the use or occupancy, or manner of use or occupancy, or conduct or management of the Premises or of any costs or liabilities incurred in connection with any Environmental Lienbusiness therein; (iv) any costs act, error, omission, negligence, or liabilities incurred willful misconduct of any of Tenant Parties in, on or about the Premises or the Project; (v) the conduct of Tenant’s business; (vi) any alterations, activities, work or things done, omitted, permitted or allowed by Tenant Parties in, at or about the Premises or Project, including the violation of or failure to comply with, or the alleged violation of or alleged failure to comply with, Environmental Laws, Disabilities Acts or any other applicable laws, statutes, ordinances, standards, rules, regulations, orders, or judgments in existence on the date of the Lease or enacted, promulgated or issued after the date of this Lease; (vii) any breach or default by Tenant in the full and prompt payment of any amount due under this Lease, any breach, violation or nonperformance of any term, condition, covenant or other obligation of Tenant under Section Two Page 21 Landlord Initials: /s/ ONB Tenant Initials: /s/ JH this Lease, or any misrepresentation made by Tenant or any guarantor of Tenant’s obligations in connection with this Lease; (viii) all damages sustained by Landlord as a result of any holdover by Tenant or any Tenant party in the Premises including, but not limited to, any claims by another lessee resulting from a delay by Landlord in delivering possession of the Premises to such lessee; (ix) any liens or encumbrances arising out of any work performed or materials furnished by or for Tenant; or (x) commissions or other matter under compensation or charges claimed by any Environmental Law, including CERCLA and applicable property transfer laws, whetherreal estate broker or agent [other than the Broker(s) specified in the Basic Lease Provisions], with respect to any of such mattersthis Lease by, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entitythrough, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lenderunder Tenant.

Indemnities. (a) The Borrower agrees to and each Subsidiary Guarantor shall jointly and severally indemnify and hold harmless each Arranger, each the Administrative Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, controlling persons, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “IndemniteeIndemnified Party”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) Indemnified Party), which may be imposed on, incurred by or asserted or awarded against any such Indemnitee Indemnified Party, in each case in connection with with, relating to or arising out of any investigation, litigation or proceedingproceeding or the preparation of any defense with respect thereto, whether or not any such Indemnitee Indemnified Party is a party theretothereto whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, or any of their respective shareholders or creditors, whether or not the transactions contemplated herein or in any other Loan Document are consummated, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, the Orders, any Secured Obligation, any Letter of Credit Disclosure Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) 13.4 to an Indemnitee Indemnified Party with respect to any Indemnified Matter caused by or solely resulting from the gross negligence or willful misconduct of that IndemniteeIndemnified Party, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the 125 foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral DocumentLoan Document or the Orders, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any Warnaco Entityof its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee Indemnified Party is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by the Administrative Agent or any Facility AgentLender, or the Administrative Agent or any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, and (B) attributable solely to acts of the Arrangers, the Facility Agents, Administrative Agent or such Lender or such Issuer or any agent on behalf of the Facility Agents Administrative Agent or such Lender.

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each Agent, the Arranger, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativetrustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions condition set forth in Article IIIIII (Conditions to Initial Loans and Letters of Credit)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses expenses, joint or several, of any kind or nature (including reasonable fees fees, disbursements and disbursements expenses of counsel financial and legal advisors to any such Indemnitee) which that may be imposed on, incurred by or 113 Amended and Restated Credit Agreement U.S. Concrete, Inc. asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit Credit, any Disclosure Document, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) to an Indemnitee with respect to any exemplary or consequential damages or any Indemnified Matter caused by or resulting that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, “Indemnified Matters Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any Warnaco Entity of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; , (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any Warnaco Entity; of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien; Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattersmatter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any Warnaco Entityof its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any Warnaco Entity of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by any Facility the Administrative Agent, any Lender or any Issuer, or any Facility the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any Warnaco Entity, of its Subsidiaries and (By) attributable solely to acts of the Arrangers, the Facility AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Facility Agents Administrative Agent, such Lender or such LenderIssuer.

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless each Arranger, each and defend the Administrative Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature Liabilities (including reasonable brokerage commissions, fees and disbursements of counsel to any such Indemniteeother compensation) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Secured ObligationDisclosure Document, any Letter of Credit Obligation (or any actthe repayment thereof), event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Loans any Group Member or Letters any Affiliate of Credit or any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter caused by or resulting other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, (ii) with respect each of Holdings and the Borrower waives and agrees not to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16assert against any Indemnitee, and (iii) shall cause each other Loan Party to an Indemnitee waive and not assert against any Indemnitee, any right of contribution with respect to any Indemnified Matter Liabilities that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants may be imposed on, upon incurred by or into such property or asserted against any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderRelated Person.

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless each Arranger, each and defend the Administrative Agent, each Lender and each Issuer Lender, and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature Liabilities (including reasonable brokerage commissions, fees and disbursements of counsel to any such Indemniteeother compensation) which that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Obligation (or the repayment thereof), any related transaction, or any securities filing of, or with respect to, Borrower, any Borrower Party or the Projects, (ii) any commitment letter, proposal letter or term sheet with any Person and any contractual obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee Indemnitee, Related Person, holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation no liability under this Section 11.4 (i) 12.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter caused by or resulting other than (to the extent otherwise liable), to the extent such liability has resulted from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, (ii) with respect Borrower and each Borrower Party waives and agrees not to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an assert against any Indemnitee any right of contribution with respect to any Indemnified Matter Liabilities that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants may be imposed on, upon incurred by or into such property or asserted against any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderRelated Person.

Indemnities. (a) The Borrower agrees to indemnify and indemnify, hold harmless each Arranger, each Agent, each and defend Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) its Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature Liabilities (including reasonable brokerage commissions, fees and disbursements of counsel to any such Indemniteeother compensation) which that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, [any Secured ObligationAcquisition Document,] any Obligation (or the repayment thereof), any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Term Loan or any securities filing of, or with respect to, any Credit Party, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Loans Borrower, any Credit Party or Letters any Affiliate of Credit or any of them in connection with any investigation of the foregoing [and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions], (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including reasonable attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation liability under this Section 11.4 (i) 12.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter caused by or resulting other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, (ii) with respect each of Borrower and each other Credit Party waives and agrees not to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16assert against any Indemnitee, and (iii) shall cause each other Credit Party to an Indemnitee waive and not assert against any Indemnitee, any right of contribution with respect to any Indemnified Matter Liabilities that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants may be imposed on, upon incurred by or into such property or asserted against any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such LenderRelated Person.

Indemnities. (a) The Borrower agrees to 8.1. To the extent permitted by law, the Company will indemnify and hold harmless each ArrangerHolder, the officers and directors of each AgentHolder, each Lender any underwriter (as defined in the Securities Act) for such Holder and each Issuer and each of their respective Affiliatesperson, and each if any, who controls such Holder or underwriter within the meaning of the directorsSecurities Act or the 1934 Act, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”) from and against any and all losses, claims, damages, liabilitiesor liabilities (joint or several) to which they may become subject under the Securities Act, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of the 1934 Act or any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equityinsofar as such losses, claims, damages, or on contract, tort liabilities (or otherwise, actions in any manner relating to or arising respect thereof) arise out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of are based upon any of the Loans following events, omissions or Letters violations (collectively a "VIOLATION"): (i) any untrue statement or alleged untrue statement of Credit a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law; and the Company will further reimburse each such Holder, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in a connection with investigating or defending any investigation of any potential matter covered hereby (collectivelysuch loss, the “Indemnified Matters”)claim, damage, liability or action; provided, however, that the Borrower indemnity agreement contained in this Section 8.1 shall not have apply to amounts paid in settlement of any obligation under this Section 11.4 such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating theretowhich consent shall not be unreasonably withheld), nor shall the indemnification Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which shall be governed solely occurs in reliance upon and exclusively by Section 2.16, and (iii) to an Indemnitee in conformity with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred written information furnished expressly for use in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure registration by any Facility Agentsuch Holder, any Lender underwriter or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lendercontrolling person.