Common use of Indemnity for Transactional and Environmental Liability Clause in Contracts

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify indemnify, exonerate and hold the Administrative Agent, each Lender and each of their respective shareholders, officers, directors, employees, employees and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costscosts (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of reasonable out-of-pocket disbursements and amounts paid in settlement which are approved by the Borrower of any and every kind whatsoever (collectively collectively, in this Section 8.5(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents any Loan Document and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision arose on account of an the relevant Indemnified Party’s gross negligence or willful misconductwilful misconduct or (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Party. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 8.5(a), the Borrower hereby further agrees to indemnify indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demanddemands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and reasonable expenses in connection therewith, including, without limitation, reasonable legal fees and out of reasonable out-of-pocket disbursements disbursements, and amounts paid in settlement which are approved by the Borrowersettlement, of any and every kind whatsoever paid (collectively collectively, in this Section 8.5(b), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, against the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used occupied or operated by the Borrower or any Obligor of its Subsidiaries of any Hazardous Material, Contaminant, Pollutant Material or Waste, and (ii) any other the breach or violation of an any Environmental Law by the Borrower or any Obligorof its Subsidiaries, and regardless of whether caused by, or within the control of, the Borrower or such ObligorSubsidiary, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines arose on account of an the relevant Indemnified Party’s gross negligence or willful wilful misconduct, (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Party or (z) that would have been paid, incurred or suffered by or asserted against the Indemnified Parties or any of them in the absence of the Loan Documents and the arrangements contemplated thereby. (c) Each Indemnified Party shall notify the Borrower as soon as reasonably practicable upon becoming aware of facts which the Indemnified Party believes in good faith could give rise to a claim under this Section 8.5. No Indemnified Party shall settle or pay any third party claim for which indemnification may be sought except with the prior written consent of the Borrower. The Borrower shall have the right to participate in or assume control of the defence of any third party claim, with the advice of counsel satisfactory to the Borrower. To the extent an Indemnified Party shall have rights against any third party, including an insurer, with respect to an indemnified matter hereunder, such Indemnified Party shall make such claim and promptly remit the proceeds thereof to reimburse the Borrower for amounts paid by it under this Section 8.5 in respect of such matter; provided, however, that such Indemnified Party shall only be obligated to remit any such proceeds to the extent it has received payment in full from the Borrower with respect to such indemnified matter. (d) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of all of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in Facility and this Section 8.5 Agreement and shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent Agent, the Lenders or any of the Lendersthem. (de) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (ef) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawLaw, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the gross negligence or wilful misconduct of any Indemnified Party. (fg) The indemnity under Notwithstanding anything contained in this Section 8.5 8.5, the foregoing obligations of indemnification shall not apply to in respect of any matters specifically dealt claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and reasonable expenses in connection therewith, including, without limitation, reasonable legal fees and reasonable out of pocket disbursements, and amounts paid in settlement, of any and every kind whatsoever incurred by any Indemnified Party arising in connection with in Sections 8.2, 8.4, 8.6 or 11.1(f)any Erroneous Payment.

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender Finance Party and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful wilful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful wilful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Party. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable documented and invoiced legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the an Indemnified Parties Party or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreementthis agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (dc) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (ed) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (fe) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f11.1(e).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission Release from on or release fromunder, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminant, Pollutant or WasteMaterials, and (ii) any other violation of or liability pursuant to an Environmental Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, and each Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder under this Agreement is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to to: (i) the extension of credit contemplated herein, in this Agreement; (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, under this Agreement; (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or in this Agreement; or (iv) the execution, delivery, performance or enforcement of the Credit Finance Documents and any instrument, document or agreement executed pursuant hereto or theretoto this Agreement, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconductmisconduct or breach by such Indemnified Party of its obligations under the Finance Documents. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 8.5(a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, : (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor or any Specified Entity of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Waste, and waste; and (ii) any other violation of or liability pursuant to an Environmental Law by with respect to any ObligorObligor or Specified Entity, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) In case any claim, demand, action, cause of action or suit is threatened or brought against any Indemnified Party, (i) such Indemnified Party shall promptly notify Borrower of such, (ii) such Indemnified Party shall not settle any such claim for which indemnity is required hereunder without the prior written consent of Borrower and (iii) if requested by Borrower, such Indemnified Party shall permit Borrower to assume control of the defense and settlement of any claim for which indemnity is required hereunder and such Indemnified Party and such Indemnified Party shall cooperate and assist in such defense of such claim if reasonably requested to do so by Borrower. (d) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder under this Agreement and the termination of the Credit this Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Parties. (de) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (ef) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (fg) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f). (h) Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such loss, cost or expense if such loss, cost or expense is sustained or incurred by such Lender while it is a Defaulting Lender.

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (dc) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (ed) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (fe) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify indemnify, exonerate and hold the Administrative Agent, Agent and each Lender and each of their respective shareholders, officers, directors, employees, directors and agents (collectively, the “"Indemnified Parties”") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costscosts (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively collectively, in this Section 8.5(a8.05(a), the “"Indemnified Liabilities”"), paid, incurred or suffered by, or asserted against, by the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended Accommodation obtained hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (ivii) the execution, delivery, performance or enforcement of the Credit Documents this agreement and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 8.05(a), the Borrower hereby further agrees to indemnify indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrowerdisbursements, of any and every kind whatsoever paid (collectively collectively, in this Section 8.5(b8.05(b), the “"Indemnified Liabilities”"), paid, incurred or suffered by, or asserted against, by the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Property of any Hazardous Material, Contaminant, Pollutant Material or Waste, and (ii) any other the breach or violation of an any Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such ObligorCompanies, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 8.05 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the any termination of the Credit Agreement. The obligations provided for in Facilities or this Section 8.5 agreement and shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.58.05, the Administrative Agent and each Lender of the Lenders shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, its officers, directors, employees directors and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 8.05 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the gross negligence or willful misconduct of any Indemnified Party. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, including reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a8.6(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for hereto; provided such indemnity (x) does not extend to any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence negligence, criminal act or willful misconductmisconduct or breach by such Indemnified Party of its obligations under the Credit Documents, (y) does not extend to any loss of profit, income, revenue or business opportunities (it being agreed, however, for certainty, that such exclusion shall not apply to the repayment of principal, the payment of interest, fees and other related costs and expenses, or any other amount expressly required to be paid, repaid or reimbursed (as applicable) under or pursuant to Credit Documents), and (z) shall not apply to disputes solely between or among Indemnified Parties. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, including reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b8.6(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release Release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Wastewaste, and (ii) any other violation of or liability pursuant to an Environmental and Social Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 8.6 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreementthis agreement. The obligations provided for in this Section 8.5 8.6 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent Credit Parties. This Section 8.6 shall not apply with respect to Taxes other than Taxes that represent claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, or expenses arising from any of the Lendersnon-Tax claim. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.58.6, the Administrative Agent and each Lender Credit Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 8.6 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify indemnify, exonerate and hold the Administrative Agent, Agent (and any sub-agent thereof) and each Lender and each of their respective shareholders, officers, directors, employees, employees and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costscosts (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are of any and every kind whatsoever when such amounts paid in settlement have been approved by the Borrower Borrower, acting reasonably (collectively collectively, in this Section 8.5(a5.6(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iiiii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iviii) the execution, delivery, performance or enforcement occurrence of the Credit Documents and any instrument, document or agreement executed pursuant hereto or theretoEvent of Default, except for any such Indemnified Liabilities that which a court of competent jurisdiction determines determined pursuant to a final non-appealable order arose on account of an the relevant Indemnified Party’s breach of any Financing Agreement, gross negligence or willful wilful misconduct. Notwithstanding the foregoing, nothing in this Section 5.6(a) shall entitle the Indemnified Parties to recover Indemnified Liabilities that are intended to be compensated for pursuant to Section 4.1(b) hereof. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 5.6(a), the Borrower hereby further agrees to indemnify indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demanddemands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements disbursements, and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever when such amounts paid in settlement have been approved by the Borrower (collectively collectively, in this Section 8.5(b5.6(b), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor the Borrower of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).Material or

Indemnity for Transactional and Environmental Liability. (a) The Each Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Finance Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconductmisconduct or breach by such Indemnified Party of its obligations under the Finance Documents. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the each Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrowersettlement, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Wastewaste, and (ii) any other violation of or liability pursuant to an Environmental and Social Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreementthis agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Parties. (d) The Each Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the such Borrower by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the a Borrower pursuant to this Section 8.5 shall be unenforceable, the such Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender Finance Party and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith asserted by third parties (irrespective of whether such which, for greater certainty, shall not include the Indemnified Party is a party Parties) and to which the action for which indemnification hereunder is sought)Indemnified Parties may become subject, and including, without limitation, reasonable legal fees and out of pocket disbursements of, and amounts paid in settlement by, the Indemnified Parties which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence negligence, wilful misconduct or willful misconductbreach of this Agreement by such Indemnified Party. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewiththerewith asserted by third parties (which, for greater certainty, shall not include the Indemnified Parties) and to which the Indemnified Parties may become subject, including, without limitation, reasonable legal fees and out of pocket disbursements of, and amounts paid in settlement by, the Indemnified Parties which are approved by the Borrower, of any and every kind whatsoever paid Borrower (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence negligence, wilful misconduct or willful misconductbreach of this Agreement by such Indemnified Party. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not 286042.00038/115243826.6 be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Party. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify indemnify, exonerate and hold the Administrative Agent, Agent and each Lender and each of their respective shareholders, officers, directors, employees, directors and agents (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costscosts (including, chargeswithout limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), liabilities (other than contingent liabilities and/or related accounts) and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively collectively, in this Section 8.5(a), the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"), paid, incurred or suffered by, or asserted against, by the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any extension of credit extended obtained hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (ivii) the execution, delivery, performance or enforcement of the Credit Documents this agreement and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 8.5(a), the Borrower Borrowers hereby further agrees agree to indemnify indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities (other than contingent liabilities and/or related accounts) and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrowerdisbursements, of any and every kind whatsoever paid (collectively collectively, in this Section 8.5(b), the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"), paid, incurred or suffered by, or asserted against, by the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Property of any Hazardous Material, Contaminant, Pollutant Material or Waste, and (ii) any other the breach or violation of an any Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such ObligorCompanies, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the any termination of the Credit Agreement. The obligations provided for in Facilities or this Section 8.5 agreement and shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower Borrowers hereby agrees agree that, for the purposes of effectively allocating the risk of loss placed on the Borrower Borrowers by this Section 8.5, the Administrative Agent and each Lender of the Lenders shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, its officers, directors, employees directors and agents. (e) If, for any reason, the obligations of the Borrower Borrowers pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees Borrowers agree to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the gross negligence or willful misconduct of any Indemnified Party. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct.. DM_TOR/208573-00204/2193933.9 (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify indemnify, exonerate and hold the Administrative Agent, Agent and each Lender and each of their respective shareholders, officers, directors, employees, directors and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costscosts (including, chargeswithout limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), liabilities (other than contingent liabilities and/or related accounts) and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively collectively, in this Section 8.5(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, by the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any extension of credit extended obtained hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (ivii) the execution, delivery, performance or enforcement of the Credit Documents this agreement and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 8.5(a), the Borrower Borrowers hereby further agrees agree to indemnify indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities (other than contingent liabilities and/or related accounts) and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrowerdisbursements, of any and every kind whatsoever paid (collectively collectively, in this Section 8.5(b), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, by the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Property of any Hazardous Material, Contaminant, Pollutant Material or Waste, and (ii) any other the breach or violation of an any Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such ObligorCompanies, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the any termination of the Credit Agreement. The obligations provided for in Facilities or this Section 8.5 agreement and shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower Borrowers hereby agrees agree that, for the purposes of effectively allocating the risk of loss placed on the Borrower Borrowers by this Section 8.5, the Administrative Agent and each Lender of the Lenders shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, its officers, directors, employees directors and agents. (e) If, for any reason, the obligations of the Borrower Borrowers pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees Borrowers agree to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the gross negligence or willful misconduct of any Indemnified Party. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, Agent and each Lender and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful wilful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful wilful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify indemnify, exonerate and hold the Administrative Agent, Agent and each Lender Bank and each of their respective shareholders, officers, directors, employees, agents and agents other representatives (collectively, the “"Indemnified Parties”") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including all documentary, recording, filing, mortgage or stamp taxes or duties), charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which such indemnification hereunder is sought), and including reasonable legal fees and disbursements (collectively, in this Section 10.2(a), the "Indemnified Liabilities") paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them or, with respect to, or as a direct or indirect result of: (i) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Accommodation obtained hereunder; or (ii) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document, except for such Indemnified Liabilities that a court of competent jurisdiction determines by a final non-appealable order are on account of the relevant Indemnified Party's gross negligence or wilful misconduct. (b) Without limiting the generality of the indemnity set out in Section 10.2(a) hereof, the Borrower hereby further agrees to indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought)therewith, and including, without limitation, including reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively collectively, in this Section 8.5(a10.2(b), the “"Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i") the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”)paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminant, Pollutant or Waste, Environmental Liabilities and (ii) any other violation of an Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconductCosts. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 10.2 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersBanks. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.510.2, the Administrative Agent and each Lender of the Banks shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, its officers, directors, employees directors and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a1) The Borrower hereby agrees to indemnify indemnify, exonerate and hold the Administrative Agent, Agent and each Lender and each of their respective shareholders, officers, directors, employees, agents and agents other representatives (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") free and harmless from and against any and all claimsClaims and Losses, demandsincluding all documentary, actionsrecording, causes of actionfiling or stamp taxes or duties (collectively, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a)SECTION 10.10, the “Indemnified Liabilities”)"INDEMNIFIED LIABILITIES") paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them them, irrespective of whether such Indemnified Party is a party to the action for which such indemnification hereunder is sought, with respect to, or as a direct or indirect result of, or arising out of, or relating to : (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended Accommodation obtained hereunder, ; (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (ivii) the execution, delivery, performance or enforcement of the Credit Documents and this Agreement or any instrument, document or agreement executed pursuant hereto or thereto, Ancillary Agreement except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct; or (iii) any Environmental Liabilities and Costs. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (c2) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 SECTION 10.10 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d3) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5SECTION 10.10, the Administrative Agent and each Lender of the Lenders shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, its officers, directors, employees directors and agents. (e4) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 SECTION 10.10 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawLaw, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the gross negligence or willful misconduct of any Indemnified Party. (f5) The indemnity under this Section 8.5 Any Indemnified Party claiming indemnification hereunder shall give the Borrower prompt notice of any Claim asserted by third parties against it which is covered by the indemnities provided for herein (provided that the failure to give such notice shall not apply affect the Borrower's obligation to indemnify hereunder, except to the extent that such failure materially and adversely affects the right of the Borrower or the relevant Subsidiary to defend such Claim), and the Borrower shall, within 30 days, give notice to such Indemnified Party whether it wishes to defend such Claim at its sole cost and expense. No Indemnified Party shall settle or compromise such Claim without the written consent of the Borrower (which consent shall not be unreasonably withheld), unless the said 30 day period has expired without the Borrower having given notice of its intention to defend such Claim or, if such notice of intention is given, unless the Borrower fails diligently to defend such Claim by appropriate legal proceedings. If an Indemnified Party does not receive notice from the Borrower, that it wishes to defend such Claim as aforesaid, the Indemnified Party shall be entitled to defend, settle or otherwise deal with such Claim in such manner as it, in the reasonable exercise of its judgment, deems appropriate but at the sole risk and expense of the Borrower. If the Borrower gives such notice to the Indemnified Party that it does wish to defend such Claim, the Borrower shall have the obligation to contest or dispute such Claim in the name of or on behalf of the Person against whom it is made, at the Borrower's own cost and expense, and shall at its own cost and expense defend expeditiously the Person against whom such Claim is made from all such actions or proceedings to which the said indemnity applies (but shall not have the right to settle or compromise such Claim unless the prior written consent of the Indemnified Party has been obtained (such consent not to be unreasonably withheld)), and the Indemnified Party shall arrange that the Borrower has the right to carry on such actions or proceedings in its name, provided that counsel retained by the Borrower to prosecute such defence is approved by the Indemnified Party (which approval shall not be unreasonably withheld), and the Borrower shall keep the Indemnified Party fully advised as to the course of the proceedings, and the Borrower furnishes to the Indemnified Party such security or other assurances as such party may reasonably request in connection therewith, and such dispute is prosecuted or negotiations conducted by the Borrower in good faith and with due diligence. The Indemnified Party shall be entitled to participate in the defence of such indemnified Claims and, subject to the foregoing, shall make available to the Borrower all files, books, records and documents, information and data in the possession and control of the person against whom the Claim is made relevant to such actions or proceedings for the purposes of such defence (other than those which it is not entitled by Law to disclose) and shall cause such person to cooperate without expense to itself in all reasonable respects and to assist in the defence of any matters specifically dealt with in Sections 8.2, 8.4, 8.6 such actions or 11.1(f)proceedings.

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify and hold the Administrative Agent, each Lender, the Issuing Lender, the Bullion Fronting Lender and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower Borrowers (collectively in this Section 8.5(a), the “"Indemnified Liabilities”"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower Borrowers hereby further agrees agree to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the BorrowerBorrowers, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower Borrowers hereby agrees agree that, for the purposes of effectively allocating the risk of loss placed on the Borrower Borrowers by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower Borrowers pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees Borrowers agree to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify indemnify, exonerate and hold the Administrative Agent, each Lender Bank and each of their respective its shareholders, officers, directors, employees, employees and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costscosts (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and reasonable out of pocket disbursements and amounts paid in settlement which are of any and every kind whatsoever when such amounts paid in settlement have been approved by the Borrower Borrower, acting reasonably (collectively collectively, in this Section 8.5(a7.3(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents any Loan Document and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that which a court of competent jurisdiction determines determined pursuant to a non-appealable decision arose on account of an the relevant Indemnified Party’s gross negligence or willful wilful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 7.3(a), the Borrower hereby further agrees to indemnify indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demanddemands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and reasonable out of pocket disbursements disbursements, and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively collectively, in this Section 8.5(b7.3(b), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant Material or Waste, and (ii) any other the breach or violation of an any Environmental Law by any Obligor, and Company regardless of whether caused by, or within the control of, such Obligorthe Borrower, except for any such Indemnified Liabilities that which a court of competent jurisdiction determines determined pursuant to a non-appealable decision arose on account of an the relevant Indemnified Party’s gross negligence or willful wilful misconduct. (c) All obligations provided for in this Section 8.5 7.3 shall survive indefinitely the permanent repayment of all of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in Facility and this Section 8.5 agreement and shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersBank. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.57.3, the Administrative Agent and each Lender Bank shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective its shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 7.3 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law, except to the extent that a court of competent jurisdiction pursuant to a non-appealable decision determines such obligations arose on account of the gross negligence or wilful misconduct of any Indemnified Party. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify and hold the Administrative Agent, each Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, including reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower Borrowers (collectively in this Section 8.5(a8.6(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for hereto; provided such indemnity (x) does not extend to any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence negligence, criminal act or willful misconductmisconduct or breach by such Indemnified Party of its obligations under the Credit Documents, (y) does not extend to any loss of profit, income, revenue or business opportunities (it being agreed, however, for certainty, that such exclusion shall not apply to the repayment of principal, the payment of interest, fees and other related costs and expenses, or any other amount expressly required to be paid, repaid or reimbursed (as applicable) under or pursuant to Credit Documents), and (z) shall not apply to disputes solely between or among Indemnified Parties. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower Borrowers hereby further agrees agree to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, including reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the BorrowerBorrowers, of any and every kind whatsoever paid (collectively in this Section 8.5(b8.6(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release Release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Wastewaste, and (ii) any other violation of or liability pursuant to an Environmental and Social Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 8.6 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreementthis agreement. The obligations provided for in this Section 8.5 8.6 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent Credit Parties. This Section 8.6 shall not apply with respect to Taxes other than Taxes that represent claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, or expenses arising from any of the Lendersnon-Tax claim. (d) The Borrower Borrowers hereby agrees agree that, for the purposes of effectively allocating the risk of loss placed on the Borrower Borrowers by this Section 8.58.6, the Administrative Agent and each Lender Credit Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower Borrowers pursuant to this Section 8.5 8.6 shall be unenforceable, the Borrower agrees Borrowers agree to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower Obligors hereby agrees agree to indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower Obligors (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for to the extent that any such Indemnified Liabilities that is found in a final, non-appealable judgement of a court of competent jurisdiction determines arose on account of an to have resulted primarily from such Indemnified Party’s gross negligence or willful wilful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower Obligors hereby further agrees agree to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the BorrowerObligors, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful wilful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent Agent, the Issuing Lender or any of the Lenders. (d) The Borrower Obligors hereby agrees agree that, for the purposes of effectively allocating the risk of loss placed on the Borrower Obligors by this Section 8.5, the Administrative Agent Agent, the Issuing Lender and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower Obligors pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees Obligors agree to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a1) The Each Borrower hereby agrees to indemnify indemnify, exonerate and hold the Administrative Agent, Agent and each Lender and each of their respective shareholders, officers, directors, employees, agents and agents other representatives (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including all documentary, recording, filing, mortgage or stamp taxes or duties), charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which such indemnification hereunder is sought), and including legal fees and disbursements (collectively, in this Section 10.10(1), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of: (i) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Accommodation obtained hereunder; or (ii) the execution, delivery, performance or enforcement of this Agreement or any Ancillary Agreement, except for such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of the relevant Indemnified Party’s gross negligence or wilful misconduct. (2) Without limiting the generality of the indemnity set out in Section 10.10(1), each Borrower hereby further agrees to indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought)therewith, and including, without limitation, reasonable including legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a10.10(2), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”)paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, : (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release Release from, any real property legally or beneficially owned (Assets of a Borrower or any estate or interest which is owned), leased, used or operated by any Obligor of its Subsidiaries of any Hazardous Material, Contaminant, Pollutant Substance; or Waste, and (ii) any other the breach or violation of an any Environmental Law by any ObligorLaw, and regardless of whether caused by, or within the control of, such Obligora Borrower or any of its Subsidiaries, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an the relevant Indemnified Party’s gross negligence or willful wilful misconduct. (c3) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 10.10 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d4) The Each Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the such Borrower by this Section 8.510.10, the Administrative Agent and each Lender of the Lenders shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, its officers, directors, employees directors and agents. (e5) If, for any reason, the obligations of the a Borrower pursuant to this Section 8.5 10.10 shall be unenforceable, the such Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawLaw, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the gross negligence or wilful misconduct of any Indemnified Party. (f6) The indemnity under this Agent and the Lenders agree to provide IPSCO with notice of any action, or the proposed settlement of any action, that may give rise to any Indemnified Liabilities (as defined in either Section 8.5 10.10(1) or (2)); provided that, the failure to give any such notice as aforesaid shall not apply affect the obligations of the Borrowers to any matters specifically dealt the Indemnified Parties in accordance with in Sections 8.2, 8.4, 8.6 or 11.1(f)the terms of this Agreement.

Indemnity for Transactional and Environmental Liability. (a) The Each Borrower hereby agrees to indemnify and hold the Administrative Agent, each Co-Lead Sustainability Structuring Agent, each Lender and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “"Indemnified Parties”") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower Borrowers (collectively in this Section 8.5(a), the “"Indemnified Liabilities”"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines arose on account of an Indemnified Party’s 's gross negligence or willful misconductmisconduct or (y) arising out of or relating to an Erroneous Payment or otherwise pursuant to Section 14.23. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the each Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the BorrowerBorrowers, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “"Indemnified Liabilities”"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s 's gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Each Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower Borrowers by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower Borrowers pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees Borrowers agree to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f11.1(g).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify indemnify, exonerate and hold the Administrative Agent, Agent (and any sub-agent thereof) and each Lender and each of their respective shareholders, officers, directors, employees, employees and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costscosts (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are of any and every kind whatsoever when such amounts paid in settlement have been approved by the Borrower Borrower, acting reasonably (collectively collectively, in this Section 8.5(a5.5(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iiiii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iviii) the execution, delivery, performance or enforcement occurrence of the Credit Documents and any instrument, document or agreement executed pursuant hereto or theretoEvent of Default, except for any such Indemnified Liabilities that which a court of competent jurisdiction determines determined pursuant to a final non-appealable order arose on account of an the relevant Indemnified Party’s breach of any Financing Agreement, gross negligence or willful wilful misconduct. Notwithstanding the foregoing, nothing in this Section 5.5(a) shall entitle the Indemnified Parties to recover Indemnified Liabilities that are intended to be compensated for pursuant to Section 4.1(b) hereof. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 5.5(a), the Borrower hereby further agrees to indemnify indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demanddemands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements disbursements, and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever when such amounts paid in settlement have been approved by the Borrower (collectively collectively, in this Section 8.5(b5.5(b), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor the Borrower of any Hazardous Material, Contaminant, Pollutant Material or Waste, and (ii) any other the breach or violation of an any Environmental Law by any Obligor, and the Borrower regardless of whether caused by, or within the control of, such Obligorthe Borrower, except for any such Indemnified Liabilities that which a court of competent jurisdiction determines determined pursuant to a final non-appealable order arose on account of an the relevant Indemnified Party’s breach of any Financing Agreement, gross negligence or willful wilful misconduct. (c) All obligations provided for in this Section 8.5 5.5 shall survive indefinitely the permanent repayment payment of the outstanding credit hereunder Obligations and the termination and non-renewal of the Credit Agreement. The obligations provided for in this Section 8.5 Agreement and shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.55.5, the Administrative Agent and each Lender Xxxxxxx shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 5.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the breach of any Financing Agreement or the gross negligence or wilful misconduct of any Indemnified Party. (f) The indemnity To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under this Section 8.5 5.5 to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s Applicable Percentage (determined as of the time that the applicable un-reimbursed expense or indemnity payment is sought) 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 Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of Lenders under this paragraph are subject to the other provisions of this Agreement concerning several liabilities of Lenders. (g) To the fullest extent permitted by Applicable Law, the Borrower shall not apply assert, and hereby waives, any claim against any Indemnified Party, on any theory of liability, for indirect, consequential, punitive, aggravated or exemplary damages (as opposed to direct damages) arising out of, in connection with, or as a result of, this Agreement, any matters specifically dealt other Financing Agreement or any agreement or instrument contemplated hereby (or any breach thereof), the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. Except to the extent resulting from the gross negligence or wilful misconduct of such Indemnified Party, no Indemnified Party 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 in Sections 8.2, 8.4, 8.6 this Agreement or 11.1(f)the other Financing Agreements or the transactions contemplated hereby or thereby.

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines jurisdiction’s binding and non- appealable decision held that such Indemnified Liability arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of or liability pursuant to an Environmental Law by with respect to any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines jurisdiction’s binding and non-appealable decision held that such Indemnified Liability arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f11.2(f).

Indemnity for Transactional and Environmental Liability. Subparagraph (a) of Section 8.5 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “"Indemnified Parties”") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “"Indemnified Liabilities”"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines arose on account of an Indemnified Party’s 's gross negligence or willful misconduct. misconduct or (by) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and arising out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, relating to an Erroneous Payment or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower otherwise pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law14.23. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f)."

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Finance Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconductmisconduct or breach by such Indemnified Party of its obligations under the Credit Documentation. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Wastewaste, and (ii) any other violation of or liability pursuant to an Environmental Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreementthis agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Parties. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 8.5, shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, Agent and each Lender and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction in an final non-appealable judgment determines arose on account of an Indemnified Party’s gross negligence or willful wilful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful wilful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify and hold the Administrative Agent, each Lender and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “"Indemnified Parties”") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower Borrowers (collectively in this Section 8.5(a8.05(a), the “"Indemnified Liabilities”"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Loan Documents and any instrument, document or agreement 58 - 52 - executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross 's negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower Borrowers hereby further agrees agree to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the BorrowerBorrowers, of any and every kind whatsoever paid (collectively in this Section 8.5(b8.05(b), the “"Indemnified Liabilities”"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross 's negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Each Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Finance Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct.misconduct or breach by such Indemnified Party of its obligations under the Finance Documents. 286042.00064/106711224.9 Credit Agreement - Equinox (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the each Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrowersettlement, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Wastewaste, and (ii) any other violation of or liability pursuant to an Environmental and Social Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreementthis agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Parties. (d) The Each Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the such Borrower by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the a Borrower pursuant to this Section 8.5 shall be unenforceable, the such Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, including reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a8.6(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for hereto; provided such indemnity (x) does not extend to any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence negligence, criminal act or willful misconductmisconduct or breach by such Indemnified Party of its obligations under the Credit Documents, (y) does not extend to any loss of profit, income, revenue or business opportunities (it being agreed, however, for certainty, that such exclusion shall not apply to the repayment of principal, the payment of interest, fees and other related costs and expenses, or any other amount expressly required to be paid, repaid or reimbursed (as applicable) under or pursuant to Credit Documents), and (z) shall not apply to disputes solely between or among Indemnified Parties. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, including reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b8.6(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release Release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminant, Pollutant pollutant or Wastewaste, and (ii) any other violation of or liability pursuant to an Environmental and Social Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 8.6 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreementthis agreement. The obligations provided for in this Section 8.5 8.6 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent Credit Parties. This Section 8.6 shall not apply with respect to Taxes other than Taxes that represent claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, or expenses arising from any of the Lendersnon-Tax claim. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.58.6, the Administrative Agent and each Lender Credit Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 8.6 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify indemnify, exonerate and hold the Administrative Agent, Agent and each Lender and each of their respective shareholders, officers, directors, employees, directors and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costscosts (including, chargeswithout limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), liabilities (other than contingent liabilities and/or related accounts) and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively collectively, in this Section 8.5(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, by the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any extension of credit extended obtained hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (ivii) the execution, delivery, performance or enforcement of the Credit Documents this agreement and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful wilful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 8.5(a), the Borrower Borrowers hereby further agrees agree to indemnify indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities (other than contingent liabilities and/or related accounts) and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrowerdisbursements, of any and every kind whatsoever paid (collectively collectively, in this Section 8.5(b), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, by the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Property of any Hazardous Material, Contaminant, Pollutant Material or Waste, and (ii) any other the breach or violation of an any Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such ObligorCompanies, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the any termination of the Credit Agreement. The obligations provided for in Facilities or this Section 8.5 agreement and shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower Each of the Borrowers hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower Borrowers by this Section 8.5, the Administrative Agent and each Lender of the Lenders shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, its officers, directors, employees directors and agents. (e) If, for any reason, the obligations of the Borrower Borrowers pursuant to this Section 8.5 shall be unenforceable, each of the Borrower Borrowers agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the gross negligence or willful misconduct of any Indemnified Party. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Each Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the such Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful wilful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the each Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the such Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful wilful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent Agent, the Issuing Lender or any of the Lenders. (d) The Each Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the such Borrower by this Section 8.5, the Administrative Agent Agent, the Issuing Lender and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the a Borrower pursuant to this Section 8.5 shall be unenforceable, the such Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a1) The Borrower Limited Partnership hereby agrees to indemnify indemnify, exonerate and hold the Administrative AgentHydro, each Lender in its capacity as lender under this PFA and each of their respective shareholders, its officers, directors, employees, agents and agents other representatives as a result of Hydro being a lender under this PFA (collectivelycollectively in this section 9.7(1) and in section 9.7(2), the “Indemnified Parties”) but for greater certainty does not extend to where Hydro is providing services under any other agreement, free and harmless from and against any and all third party claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection with Hydro being a lender under this PFA therewith (irrespective of whether such Indemnified Party is a party to the action for which such indemnification hereunder is sought), but for greater certainty not in its capacity as a party to any other agreement, and including reasonable legal fees and disbursements (collectively, in this section 9.7(1), the “Indemnified Liabilities”) paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them or, with respect to, or as a direct or indirect result of: (a) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Advances obtained hereunder; or (b) the execution, delivery, performance or enforcement of this PFA or any other Loan Document, except for such Indemnified Liabilities that a court of competent jurisdiction determines or rules to be on account of the relevant Indemnified Party’s gross negligence or wilful misconduct. (2) The Limited Partnership hereby further agrees to indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith with Hydro being a lender under this PFA (irrespective of whether such Indemnified Party is a party to the action for which such indemnification hereunder is sought), and including, without limitation, including reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively collectively, in this Section 8.5(asection 9.7(2), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”)paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminant, Pollutant or Waste, environmental liabilities and (ii) any other violation costs that arise as a result of an Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that Hydro being a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconductlender under this PFA. (c3) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 section 9.7(2) shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersHydro. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e4) If, for any reason, the obligations of the Borrower Limited Partnership pursuant to this Section 8.5 section 9.7 shall be unenforceable, the Borrower Limited Partnership agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawLaw, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the gross negligence or wilful misconduct of any Indemnified Party. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify indemnify, exonerate and hold the Administrative Agent, Agent (and any sub-agent thereof) and each Lender and each of their respective shareholders, officers, directors, employees, employees and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costscosts (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are of any and every kind whatsoever when such amounts paid in settlement have been approved by the Borrower Borrower, acting reasonably (collectively collectively, in this Section 8.5(a5.6(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iiiii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iviii) the execution, delivery, performance or enforcement occurrence of the Credit Documents and any instrument, document or agreement executed pursuant hereto or theretoEvent of Default, except for any such Indemnified Liabilities that which a court of competent jurisdiction determines determined pursuant to a final non-appealable order arose on account of an the relevant Indemnified Party’s breach of any Financing Agreement, gross negligence or willful wilful misconduct. Notwithstanding the foregoing, nothing in this Section 5.6(a) shall entitle the Indemnified Parties to recover Indemnified Liabilities that are intended to be compensated for pursuant to Section 4.1(b) hereof. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 5.6(a), the Borrower hereby further agrees to indemnify indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demanddemands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements disbursements, and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever when such amounts paid in settlement have been approved by the Borrower (collectively collectively, in this Section 8.5(b5.6(b), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor the Borrower of any Hazardous Material, Contaminant, Pollutant Material or Waste, and (ii) any other the breach or violation of an any Environmental Law by any Obligor, and the Borrower regardless of whether caused by, or within the control of, such Obligorthe Borrower, except for any such Indemnified Liabilities that which a court of competent jurisdiction determines determined pursuant to a final non-appealable order arose on account of an the relevant Indemnified Party’s breach of any Financing Agreement, gross negligence or willful wilful misconduct. (c) All obligations provided for in this Section 8.5 5.6 shall survive indefinitely the permanent repayment payment of the outstanding credit hereunder Obligations and the termination and non-renewal of the Credit Agreement. The obligations provided for in this Section 8.5 Agreement and shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.55.6, the Administrative Agent and each Lender Lenders shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 5.6 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the breach of any Financing Agreement or the gross negligence or wilful misconduct of any Indemnified Party. (f) The indemnity To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under this Section 8.5 5.6 to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) 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 Administrative Agent (or any such subagent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of Lenders under this paragraph are subject to the other provisions of this Agreement concerning several liabilities of Lenders. (g) To the fullest extent permitted by Applicable Law, the Borrower shall not apply assert, and hereby waives, any claim against any Indemnified Party, on any theory of liability, for indirect, consequential, punitive, aggravated or exemplary damages (as opposed to direct damages) arising out of, in connection with, or as a result of, this Agreement, any matters specifically dealt other Financing Agreement or any agreement or instrument contemplated hereby (or any breach thereof), the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. Except to the extent resulting from the gross negligence or wilful misconduct of such Indemnified Party, no Indemnified Party 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 in Sections 8.2, 8.4, 8.6 this Agreement or 11.1(f)the other Financing Agreements or the transactions contemplated hereby or thereby.

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “"Indemnified Parties”") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower Borrower, acting reasonably (collectively in this Section 8.5(a), the “"Indemnified Liabilities”"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Finance Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for hereto; provided such indemnity (w) does not extend to any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconductmisconduct or breach by such Indemnified Party of its obligations under the Finance Documents, (x) does not extend to any loss of profit, income, revenue or business opportunities (it being agreed, for certainty, that such exclusion shall not apply to the repayment of principal, the payment of interest, fees and other related costs and expenses, or any other amount expressly required to be paid, repaid or reimbursed (as applicable under or pursuant to the Credit Documents), (y) shall not apply to disputes solely between or among Indemnified Parties and (z) does not extend to any Indemnified Liabilities arising out of or relating to an Erroneous Payment or otherwise pursuant to Section 14.25. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, acting reasonably, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “"Indemnified Liabilities”"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Wastewaste, and (ii) any other violation of or liability pursuant to an Environmental and Social Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreementthis agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Parties. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Each Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Finance Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct.misconduct or breach by such Indemnified Party of its obligations under the Finance Documents. 51334597.3 Third Amended and Restated Credit Agreement - Equinox (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the each Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrowersettlement, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Wastewaste, and (ii) any other violation of or liability pursuant to an Environmental and Social Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreementthis agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Parties. (d) The Each Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the such Borrower by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the a Borrower pursuant to this Section 8.5 shall be unenforceable, the such Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Without duplication, the Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees (on a solicitor and own client basis) and out of pocket disbursements and together with amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a5.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the negotiation and settlement of the Credit Documents, all due diligence expenses, the perfection of all Security, the extension of credit contemplated herein, and all matters ancillary thereto, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein herein, or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. Pursuant to the Term Sheet, the Borrower has delivered to the Agent a non-refundable $150,000 retainer. If at any time the Indemnified Liabilities exceed the amount of such retainer, the Borrower will provide to the Lender such additional retainer monies as the Lender may reasonably require. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, including reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b5.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release Release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of or liability pursuant to an Environmental Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 5.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 5.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.55.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 5.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) In case any claim shall be brought against any Indemnified Party pursuant to Section 5.5(a) or 5.5(b), such Indemnified Party shall promptly notify the Borrower of the commencement thereof, and the Borrower shall be entitled, at its expense, acting through counsel acceptable to such Indemnified Party, acting reasonably, to participate in, and, to the extent that the Borrower desires and the Agent consents thereto, to assume and control the defence thereof. Such Indemnified Party shall be entitled, at the Borrower’s expense, to participate in any such claim the defence of which has been assumed by the Borrower. The indemnity under this Section 8.5 Borrower shall not apply report to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f)such Indemnified Party on the status of such claim as developments shall occur and at least within 60 days of the previous report.

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify indemnify, exonerate and hold the Administrative Agent, Agent and each Lender and each of their respective shareholders, officers, directors, employees, directors and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costscosts (including, chargeswithout limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), liabilities (other than contingent liabilities and/or related accounts) and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively collectively, in this Section 8.5(a8.05(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, by the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any extension of credit extended obtained hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (ivii) the execution, delivery, performance or enforcement of the Credit Documents this agreement and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 8.05(a), the Borrower Borrowers hereby further agrees agree to indemnify indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities (other than contingent liabilities and/or related accounts) and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrowerdisbursements, of any and every kind whatsoever paid (collectively collectively, in this Section 8.5(b8.05(b), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, by the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Property of any Hazardous Material, Contaminant, Pollutant Material or Waste, and (ii) any other the breach or violation of an any Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such ObligorCompanies, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 8.05 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the any termination of the Credit Agreement. The obligations provided for in Facilities or this Section 8.5 agreement and shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower Borrowers hereby agrees agree that, for the purposes of effectively allocating the risk of loss placed on the Borrower Borrowers by this Section 8.58.05, the Administrative Agent and each Lender of the Lenders shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, its officers, directors, employees directors and agents. (e) If, for any reason, the obligations of the Borrower Borrowers pursuant to this Section 8.5 8.05 shall be unenforceable, the Borrower agrees Borrowers agree to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the gross negligence or willful misconduct of any Indemnified Party. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify indemnify, exonerate and hold the Administrative Agent, each Lender and each of their respective shareholders, officers, directors, employees, employees and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costscosts (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of reasonable out-of-pocket disbursements and amounts paid in settlement which are approved by the Borrower of any and every kind whatsoever (collectively collectively, in this Section 8.5(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents any Loan Document and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision arose on account of an the relevant Indemnified Party’s gross negligence or willful misconductwilful misconduct or (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Party. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 8.5(a), the Borrower hereby further agrees to indemnify indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demanddemands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and reasonable expenses in connection therewith, including, without limitation, reasonable legal fees and out of reasonable out-of-pocket disbursements disbursements, and amounts paid in settlement which are approved by the Borrowersettlement, of any and every kind whatsoever paid (collectively collectively, in this Section 8.5(b), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, against the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used occupied or operated by the Borrower or any Obligor of its Subsidiaries of any Hazardous Material, Contaminant, Pollutant Material or Waste, and (ii) any other the breach or violation of an any Environmental Law by the Borrower or any Obligorof its Subsidiaries, and regardless of whether caused by, or within the control of, the Borrower or such ObligorSubsidiary, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines arose on account of an the relevant Indemnified Party’s gross negligence or willful wilful misconduct, (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Party or (z) that would have been paid, incurred or suffered by or asserted against the Indemnified Parties or any of them in the absence of the Loan Documents and the arrangements contemplated thereby. (c) Each Indemnified Party shall notify the Borrower as soon as reasonably practicable upon becoming aware of facts which the Indemnified Party believes in good faith could give rise to a claim under this Section 8.5. No Indemnified Party shall settle or pay any third party claim for which indemnification may be sought except with the prior written consent of the Borrower. The Borrower shall have the right to participate in or assume control of the defence of any third party claim, with the advice of counsel satisfactory to the Borrower. To the extent an Indemnified Party shall have rights against any third party, including an insurer, with respect to an indemnified matter hereunder, such Indemnified Party shall make such claim and promptly remit the proceeds thereof to reimburse the Borrower for amounts paid by it under this Section 8.5 in respect of such matter; provided, however, that such Indemnified Party shall only be obligated to remit any such proceeds to the extent it has received payment in full from the Borrower with respect to such indemnified matter. (d) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of all of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in Facility and this Section 8.5 Agreement and shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent Agent, the Lenders or any of the Lendersthem. (de) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (ef) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawLaw, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the gross negligence or wilful misconduct of any Indemnified Party. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “"Indemnified Parties”") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “"Indemnified Liabilities”"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Finance Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconductmisconduct or breach by such Indemnified Party of its obligations under the Credit Documentation. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “"Indemnified Liabilities”"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Wastewaste, and (ii) any other violation of or liability pursuant to an Environmental Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreementthis agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Parties. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, If for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify indemnify, exonerate and hold the Administrative Agent, Agent and each Lender Bank and each of their respective shareholders, officers, directors, employees, agents and agents other representatives (collectively, the “"Indemnified Parties”") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including all documentary, recording, filing, mortgage or stamp taxes or duties), charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which such indemnification hereunder is sought), and including reasonable legal fees and disbursements (collectively, in this Section 10.2(a), the "Indemnified Liabilities") paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them or, with respect to, or as a direct or indirect result of: (i) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Accommodation obtained hereunder; or (ii) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document, except for such Indemnified Liabilities that a court of competent jurisdiction determines by a final non-appealable order are on account of the relevant Indemnified Party's gross negligence or wilful misconduct. (b) Without limiting the generality of the indemnity set out in Section 10.2(a) hereof, the Borrower hereby further agrees to indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought)therewith, and including, without limitation, including reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively collectively, in this Section 8.5(a10.2(b), the “"Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i") the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”)paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminant, Pollutant or Waste, Environmental Liabilities and (ii) any other violation of an Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconductCosts. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 10.2 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersBanks. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.510.2, the Administrative Agent and each Lender of the Banks shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, its officers, directors, employees directors and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 10.2 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law, except to the extent that a court of competent jurisdiction determines by a final non-appealable order such obligations arose on account of the gross negligence or wilful misconduct of any Indemnified Party. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender and each of their respective its Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, including reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a6.4(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for hereto; provided such indemnity (x) does not extend to any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence negligence, criminal act or willful misconductmisconduct or breach by such Indemnified Party of its obligations under the Credit Documents, (y) does not extend to any loss of profit, income, revenue or business opportunities (it being agreed, however, for certainty, that such exclusion shall not apply to the repayment of principal, the payment of interest, fees and other related costs and expenses, or any other amount expressly required to be paid, repaid or reimbursed (as applicable) under or pursuant to Credit Documents), and (z) shall not apply to disputes solely between or among Indemnified Parties. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, including reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b6.4(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release Release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Waste, and (ii) any other violation of or liability pursuant to an Environmental and Social Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Finance Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconductmisconduct or breach by such Indemnified Party of its obligations under the Finance Documents. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrowersettlement, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Wastewaste, and (ii) any other violation of or liability pursuant to an Environmental and Social Law by with respect to any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreementthis agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Parties. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Each Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the such Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s 's gross negligence or willful wilful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the each Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the such Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s 's gross negligence or willful wilful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent Agent, the Issuing Lender or any of the Lenders. (d) The Each Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the such Borrower by this Section 8.5, the Administrative Agent Agent, the Issuing Lender and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the a Borrower pursuant to this Section 8.5 shall be unenforceable, the such Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify indemnify, exonerate and hold the Administrative Agent, each Lender and each of their respective shareholders, officers, directors, employees, and agents Credit Party (collectively, the “Indemnified PartiesPersons”, and individually, an “Indemnified Person”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costscosts (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party Person is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and fees, out of pocket disbursements and amounts paid in settlement which are approved by to the Borrower Indemnified Persons’ respective affiliates, employees, officers, directors and agents (collectively collectively, in this Section 8.5(a8.4(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, by the Indemnified Parties Persons or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed use made or to be financed made in whole or in part, directly or indirectly, with the proceeds of any credit extended obtained hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (ivii) the execution, delivery, performance or enforcement of the Credit Documents this agreement and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified PartyPerson’s gross negligence or willful wilful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 8.4(a), the Borrower Borrowers hereby further agrees agree to indemnify indemnify, exonerate and hold the Indemnified Parties Persons free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and fees, out of pocket disbursements and amounts paid in settlement which are approved by to the BorrowerIndemnified Persons’ respective affiliates, employees, officers, directors and agents, of any and every kind whatsoever paid (collectively collectively, in this Section 8.5(b8.4(b), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, by the Indemnified Parties Persons or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Property of any Hazardous Material, Contaminant, Pollutant Material or Waste, and (ii) any other the breach or violation of an any Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an the relevant Indemnified PartyPerson’s gross negligence or willful wilful misconduct. (c) All obligations provided for in this Section 8.5 8.4 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the any termination of the Credit Agreement. The obligations provided for in Facilities or this Section 8.5 agreement and shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersCredit Party. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower Borrowers pursuant to this Section 8.5 8.4 shall be unenforceable, the Borrower agrees Borrowers agree to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the gross negligence or wilful misconduct of any Indemnified Person. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Without duplication, the Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a7.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b7.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release Release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of or liability pursuant to an Environmental Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 7.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 7.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.57.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 7.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) In case any claim shall be brought against any Indemnified Party pursuant to Section 7.5(a) or (b), such Indemnified Party shall promptly notify the Borrower of the commencement thereof, and the Borrower shall be entitled, at its expense, acting through counsel acceptable to such Indemnified Party, acting reasonably, to participate in, and, to the extent that the Borrower desires and the Administrative Agent consents thereto, to assume and control the defence thereof. Such Indemnified Party shall be entitled, at the Borrower’s expense, to participate in any such claim the defence of which has been assumed by the Borrower. The Borrower shall report to such Indemnified Party on the status of such claim as developments shall occur and at least within 60 days of the previous report. (g) The indemnity under this Section 8.5 7.5 shall not apply to any matters specifically dealt with in Sections 8.27.2, 8.47.4, 8.6 7.6 or 11.1(f10.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify indemnify, exonerate and hold the Administrative Agent, each Lender and each of their respective shareholders, officers, directors, employees, employees and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costscosts (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of reasonable out-of-pocket disbursements and amounts paid in settlement which are approved by the Borrower of any and every kind whatsoever (collectively collectively, in this Section 8.5(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents any Loan Document and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision arose on account of an the relevant Indemnified Party’s gross negligence or willful misconductwilful misconduct or (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Party. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 8.5(a), the Borrower hereby further agrees to indemnify indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demanddemands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and reasonable expenses in connection therewith, including, without limitation, reasonable legal fees and out of reasonable out-of-pocket disbursements disbursements, and amounts paid in settlement which are approved by the Borrowersettlement, of any and every kind whatsoever paid (collectively collectively, in this Section 8.5(b), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, against the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used occupied or operated by the Borrower or any Obligor of its Subsidiaries of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).Material or

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender Finance Party and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Finance Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful wilful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful wilful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent Agent, the Issuing Lender or any of the Lenders. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent Agent, the Issuing Lender and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, and each Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder under this Agreement is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to to: (i) the extension of credit contemplated herein, in this Agreement; (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, under this Agreement; (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or in this Agreement; or (iv) the execution, delivery, performance or enforcement of the Credit Finance Documents and any instrument, document or agreement executed pursuant hereto or theretoto this Agreement, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconductmisconduct or breach by such Indemnified Party of its obligations under the Finance Documents. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 8.5(a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, : (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor or any Specified Entity of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Waste, and waste; and (ii) any other violation of or liability pursuant to an Environmental Law by with respect to any ObligorObligor or Specified Entity, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) In case any claim, demand, action, cause of action or suit is threatened or brought against any Indemnified Party, (i) such Indemnified Party shall promptly notify Borrower of such, (ii) such Indemnified Party shall not settle any such claim for which indemnity is required hereunder without the prior written consent of Bxxxxxxx and (iii) if requested by Bxxxxxxx, such Indemnified Party shall permit Borrower to assume control of the defense and settlement of any claim for which indemnity is required hereunder and such Indemnified Party and such Indemnified Party shall cooperate and assist in such defense of such claim if reasonably requested to do so by Bxxxxxxx. (d) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder under this Agreement and the termination of the Credit this Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Parties. (de) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (ef) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (fg) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 8.5(h) or 11.1(f). (h) Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such loss, cost or expense if such loss, cost or expense is sustained or incurred by such Lender while it is a Defaulting Lender.

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender Finance Party and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith asserted by third parties (irrespective of whether such which, for greater certainty, shall not include the Indemnified Party is a party Parties) and to which the action for which indemnification hereunder is sought)Indemnified Parties may become subject, and including, without limitation, reasonable legal fees and out of pocket disbursements of, and amounts paid in settlement by, the Indemnified Parties which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence negligence, wilful misconduct or willful misconductbreach of this Agreement by such Indemnified Party. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewiththerewith asserted by third parties (which, for greater certainty, shall not include the Indemnified Parties) and to which the Indemnified Parties may become subject, including, without limitation, reasonable legal fees and out of pocket disbursements of, and amounts paid in settlement by, the Indemnified Parties which are approved by the Borrower, of any and every kind whatsoever paid Borrower (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence negligence, wilful misconduct or willful misconductbreach of this Agreement by such Indemnified Party. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Party. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, and each Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder under this Agreement is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a‎8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to to: (i) the extension of credit contemplated herein, in this Agreement; (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, under this Agreement; (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or in this Agreement; or (iv) the execution, delivery, performance or enforcement of the Credit Finance Documents and any instrument, document or agreement executed pursuant hereto or theretoto this Agreement, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconductmisconduct or breach by such Indemnified Party of its obligations under the Finance Documents. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection ‎8.5(a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b‎8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, : (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor or any Specified Entity of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Waste, and waste; and (ii) any other violation of or liability pursuant to an Environmental Law by with respect to any ObligorObligor or Specified Entity, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) In case any claim, demand, action, cause of action or suit is threatened or brought against any Indemnified Party, (i) such Indemnified Party shall promptly notify Borrower of such, (ii) such Indemnified Party shall not settle any such claim for which indemnity is required hereunder without the prior written consent of Xxxxxxxx and (iii) if requested by Xxxxxxxx, such Indemnified Party shall permit Borrower to assume control of the defense and settlement of any claim for which indemnity is required hereunder and such Indemnified Party and such Indemnified Party shall cooperate and assist in such defense of such claim if reasonably requested to do so by Xxxxxxxx. (d) All obligations provided for in this Section 8.5 ‎8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder under this Agreement and the termination of the Credit this Agreement. The obligations provided for in this Section 8.5 ‎8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Parties. (de) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5‎8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (ef) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 ‎8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (fg) The indemnity under this Section 8.5 ‎8.5 shall not apply to any matters specifically dealt with in Sections 8.2‎8.2, 8.4‎8.4, 8.6 ‎8.5(h) or 11.1(f‎11.1(f). (h) Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such loss, cost or expense if such loss, cost or expense is sustained or incurred by such Lender while it is a Defaulting Lender.

Indemnity for Transactional and Environmental Liability. (a) The Each Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “"Indemnified Parties”") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “"Indemnified Liabilities”"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Finance Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconductmisconduct or breach by such Indemnified Party of its obligations under the Finance Documents. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the each Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrowersettlement, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “"Indemnified Liabilities”"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Wastewaste, and (ii) any other violation of or liability pursuant to an Environmental and Social Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreementthis agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Parties. (d) The Each Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the such Borrower by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the a Borrower pursuant to this Section 8.5 shall be unenforceable, the such Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Finance Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconductmisconduct or breach by such Indemnified Party of its obligations under the Credit Documentation. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Wastewaste, and (ii) any other violation of or liability pursuant to an Environmental Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreementthis agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Parties. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “"Indemnified Parties”") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower Borrowers (collectively in this Section 8.5(a), the “"Indemnified Liabilities”"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower Borrowers hereby further agrees agree to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the BorrowerBorrowers, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “"Indemnified Liabilities”"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower Borrowers hereby agrees agree that, for the purposes of effectively allocating the risk of loss placed on the Borrower Borrowers by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower Borrowers pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees Borrowers agree to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Each Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender Finance Party and each of their respective shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the a Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful wilful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the each Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the a Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of an Indemnified Party’s gross negligence or willful wilful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Party. (d) The Each Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower Borrowers by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the a Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees Borrowers agree to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify indemnify, exonerate and hold the Administrative Agent, Agent and each Lender and each of their respective shareholders, officers, directors, employees, employees and agents (collectively, the “"Indemnified Parties”") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costscosts (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and reasonable out of pocket disbursements and amounts paid in settlement which are approved by the Borrower of any and every kind whatsoever (collectively collectively, in this Section 8.5(a8.05(a), the “"Indemnified Liabilities”"), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, ; or arising out of, ; or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents any Loan Document and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconductwilful misconduct or (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Party. (b) Without limiting the generality of the indemnity set out in the preceding clause (aSection 8.05(a), the Borrower Borrowers hereby further agrees agree to indemnify indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and reasonable out of pocket disbursements disbursements, and amounts paid in settlement which are approved by the Borrowersettlement, of any and every kind whatsoever paid (collectively collectively, in this Section 8.5(b8.05(b), the “"Indemnified Liabilities”"), paid, incurred or suffered by, or asserted against, against the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, ; (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release Release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by the Borrower or any Obligor of its subsidiaries of any Hazardous Material, Contaminant, Pollutant Material or Waste, and (ii) any other the breach or violation of an any Environmental Law by the Borrowers or any Obligorof their respective subsidiaries, and regardless of whether caused by, or within the control of, the Borrowers or such Obligorsubsidiaries, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconductwilful misconduct or (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Party. (c) Each Indemnified Party shall notify the Borrowers as soon as reasonably practicable upon becoming aware of facts which the Indemnified Party believes in good faith could give rise to a claim under this Section 8.05. (d) All obligations provided for in this Section 8.5 8.05 shall survive indefinitely the permanent repayment of all of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in Facilities and this Section 8.5 Agreement and shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or the Lenders or any of the Lendersthem. (de) The Borrower Borrowers hereby agrees agree that, for the purposes of effectively allocating the risk of loss placed on the Borrower Borrowers by this Section 8.58.05, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (ef) If, for any reason, the obligations of the Borrower Borrowers pursuant to this Section 8.5 8.05 shall be unenforceable, the Borrower agrees Borrowers agree to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the gross negligence or wilful misconduct of any Indemnified Party. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify and hold the Administrative Agent, each Lender, the Issuing RT Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower Borrowers (collectively in this Section 8.5(a), the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower Borrowers hereby further agrees agree to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the BorrowerBorrowers, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of an Environmental Law by any ObligorCompany, and regardless of whether caused by, or within the control of, such ObligorCompany, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s 's gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders. (d) The Borrower Borrowers hereby agrees agree that, for the purposes of effectively allocating the risk of loss placed on the Borrower Borrowers by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower Borrowers pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees Borrowers agree to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower Borrower, acting reasonably (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Finance Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for hereto; provided such indemnity (w) does not extend to any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconductmisconduct or breach by such Indemnified Party of its obligations under the Finance Documents, (x) does not extend to any loss of profit, income, revenue or business opportunities (it being agreed, for certainty, that such exclusion shall not apply to the repayment of principal, the payment of interest, fees and other related costs and expenses, or any other amount expressly required to be paid, repaid or reimbursed (as applicable under or pursuant to the Credit Documents), (y) shall not apply to disputes solely between or among Indemnified Parties and (z) does not extend to any Indemnified Liabilities arising out of or relating to an Erroneous Payment or otherwise pursuant to Section 14.25. (b) Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, acting reasonably, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, Contaminantcontaminant, Pollutant pollutant or Wastewaste, and (ii) any other violation of or liability pursuant to an Environmental and Social Law by with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determines determined arose on account of an the relevant Indemnified Party’s gross negligence or willful misconduct. (c) All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreementthis agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the LendersFinance Parties. (d) The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 8.5, the Administrative Agent and each Lender Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. (e) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable lawApplicable Law. (f) The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.1(f).