Common use of The U Clause in Contracts

The U. S. Borrower agrees to indemnify the Agents, each Issuing Bank, each Lender, each Ancillary Lender and each of their respective directors, trustees, officers, employees and agents (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of, or material breach of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Liability related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

The U. S. Borrower agrees to indemnify the Agents, each Issuing Bank, each Lender, each Ancillary Lender and each of their respective directors, trustees, officers, employees and agents (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted result primarily from the bad faith, gross negligence or wilful misconduct of, or material breach of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Liability Claim related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

The U. S. Borrower agrees to shall indemnify the AgentsAdministrative Agent, the Arrangers, each Issuing Bank, Bank and each Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses (limited, in the case of legal expenses, including to the reasonable counsel and documented fees, charges and disbursementsdisbursements of a single counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each group of similarly affected Indemnitees in the event of a conflict of interest)), incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution execution, enforcement or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto and thereto of their respective obligations thereunder hereunder or the consummation of the Transactions and the or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds of the Loans or the use of therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged Release of Hazardous Materials at, on, under or from any property owned or operated by the U.S. Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the U.S. Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory and regardless of whether any Indemnitee is a party theretothereto and whether brought by Holdings, a Borrower, their equityholders or any third party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of, or material breach of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (Ax) any Environmental Liability related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or any of its Related PartiesParties of (y) resulted from any dispute solely among Indemnitees (other than any dispute involving claims against the Administrative Agent or any Arranger, in each case in its capacity as such) and not arising out of any act or omission of the Borrowers or any of their Affiliates. The provisions Borrowers shall not be liable for any settlement if such settlement was effected without their consent (which consent shall not be unreasonably withheld), but if settled with their written consent, the indemnification obligations of the Borrowers under this Section 9.05 9.03(b) shall remain operative and apply in full force and respect thereof. The Borrowers shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld or delayed), effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnitee unless (a) such settlement includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability on claims that are the Obligations, the invalidity or unenforceability subject matter of such proceedings and (b) does not include any term or provision of this Agreement statement as to or any other Loan Documentadmission of fault, culpability or any investigation made a failure to act by or on behalf of any Agent, any Issuing Bank, any Lender Indemnitee or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand thereforinjunctive relief or other non-monetary remedy.

The U. S. Borrower agrees to indemnify the Agents, each Issuing Bank, each Lender, each Ancillary Lender and each of their respective directors, trustees, officers, employees and agents (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted result primarily from the bad faith, gross negligence or wilful misconduct of, or material breach of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Liability Claim related in any way to Holdings, Intermediate Holdings, 133 the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

The U. S. Borrower agrees to shall indemnify the AgentsAdministrative Agent, the Multicurrency Administrative Agent, each Issuing Bank, Bank and each Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or any other the Loan Document Documents or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions, the Original Transactions, the First Amendment Transactions and the or any other transactions contemplated hereby, by the Original Credit Agreement or by the Existing Credit Agreement, (ii) any Loan or Letter of Credit or the use of the proceeds of the Loans or the use of therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of their Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the failure of the Borrowers to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by the Borrowers for Taxes pursuant to Section 2.17, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of, or material breach of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Liability related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damagespenalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or Indemnitee. This Section 9.03(b) (except for clause (iv) above) shall not apply with respect to Taxes other than any of its Related PartiesTaxes that represent losses, claims, damages etc. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of arising from any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefornon-Tax claim.

The U. S. Borrower agrees to indemnify indemnify, holdSECTION 11.4 harmless and defend the Agents, each Issuing BankAdministrative Agent, each Lender, each Ancillary Lender L/C Issuer and each of their respective directors, trustees, officers, employees and agents Related Persons (each such person Person being called an “Indemnitee”) against, from and to hold each Indemnitee harmless from, any and against all losses, disputes, claims, damages, and liabilities and related expensesof any kind (including, including reasonable counsel feeswithout limitation, charges and disbursementsany Environmental Liabilities) which may be incurred by, incurred by or asserted against against, any such Indemnitee arising out of, in any way connected with, or as a result of connection with (i) any Loan Document, any Loan (or the execution or delivery repayment thereof), any Letter of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or therebyCredit, the performance by the parties hereto and thereto of their respective obligations thereunder use or the consummation of the Transactions and the other transactions contemplated hereby, (ii) the intended use of the proceeds of the Loans any Loan or the use of any Letter of Credit or the Transactions, (iiiii) any claimactual or prospective investigation, litigationlitigation or other proceeding, investigation whether or proceeding not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, relating to any of the foregoingforegoing or (iii) any other act, whether event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the U.S. Borrower shall not have any liability under this Section 11.4 to any Indemnitee is a party thereto, provided that such indemnity shall not, as with respect to any IndemniteeIndemnified Matter, be available and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent that otherwise liable), to the extent such lossesliability (1) has resulted from the gross negligence, claimsbad faith or willful misconduct of such Indemnitee or its Related Persons, damages, liabilities or related expenses are as determined by a court of competent jurisdiction by in a final and nonappealable non-appealable judgment to have or order, (2) has resulted from the bad faith, gross negligence or wilful misconduct of, or a material breach of this Agreement by, any obligations of such Indemnitee under any Loan Document by such Indemnitee or its Related Persons as determined by a court of competent jurisdiction in a final non-appealable judgment or order or (treating3) arises out of any litigation, for this purpose onlyinvestigation or proceeding brought by such Indemnitee against another Indemnitee (other than any litigation, any investigation or proceeding that is brought by or against the Administrative Agent, any Issuing BankL/C Issuer or the Lead Arranger, acting in its capacity as such) that does not involve any Lender, any Ancillary Lender and any act or omission of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Liability related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of its Subsidiaries; provided, further that, in the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release case of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor legal fees and expenses of Holdings, Intermediate Holdingsthe Indemnitees, the U.S. Borrower or shall not have any liability for the reimbursement of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.165 [[5628733]]

The U. S. Borrower agrees to indemnify the Agents, each Issuing Bank, each Lender, each Ancillary Lender Lender, each of their respective Affiliates and each of their and their respective Affiliates’ respective directors, trustees, officers, employees and agents (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Restatement Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of, or material breach of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Liability related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release release or threatened Release release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

The U. S. Borrower agrees to shall indemnify the Agents, each Issuing Bank, Agent and each Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and related expensespenalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (“Losses”), including reasonable counsel but limited to the fees, charges and disbursementsdisbursements of one counsel to the Indemnitees and, to the extent reasonably necessary, special and one local counsel in each jurisdiction to the Indemnitees (and in the event of any actual or potential conflict of interest, one additional counsel for each Indemnitee subject to such conflict), incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution or delivery execution, delivery, enforcement, performance and administration of this Agreement or any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby (including any Indemnitee’s reliance on any Communication executed using an Electronic Signature, or therebyin the form of an Electronic Record, that such Indemnitee reasonably believes is made by any Responsible Officer of the applicable Loan Party), the performance by the parties hereto and thereto to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions and the or any other transactions contemplated hereby, (ii) any Loan, Letter of Credit or FCI or the use of the proceeds of the Loans therefrom (including any refusal by an Issuing Lender or the use of any FCI Issuing Lender to honor a demand for payment under a Letter of Credit or FCI if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or FCI, as applicable), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently owned or operated by the Parent or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of, or material breach of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Liability related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses Losses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or wilful willful misconduct of such Indemnitee or any of its Related PartiesIndemnitee. The provisions of Notwithstanding the foregoing, this Section 9.05 9.3(b) shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any not apply to Taxes other Loan Document, or any investigation made by or than Indemnified Taxes imposed on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due payable under this Section 9.05 shall be payable on written demand therefor9.3(b).

The U. S. Borrower agrees Borrower’s obligation to indemnify pay each Reimbursement Obligation and the Agentsobligations of the Revolving Credit Lenders to make payments to the Administrative Agent for the account of the Issuers with respect to Letters of Credit shall be absolute, each Issuing Bankunconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement, each Lender, each Ancillary Lender and each of their respective directors, trustees, officers, employees and agents (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, under any and all losses, claims, damages, liabilities and related expensescircumstances whatsoever, including reasonable counsel feesthe occurrence of any Default or Event of Default, charges and disbursements, incurred by or asserted against irrespective of any Indemnitee arising out of, in any way connected with, or as a result of the following: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the execution provisions of any Letter of Credit or delivery any Loan Document; (iii) the existence of any claim, set off, defense or other right that any Borrower, any other party guaranteeing, or otherwise obligated with, any Borrower, any Subsidiary or other Affiliate thereof or any other Person may at any time have against the beneficiary under any Letter of Credit, any Issuer, the Administrative Agent or any Lender or any other Person, whether in connection with this Agreement or Agreement, any other Loan Document or any other related or unrelated agreement or instrument contemplated hereby transaction; (iv) any draft or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iiiv) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit in the absence of gross negligence, bad faith or willful misconduct by the Issuer; and (vi) any claimother act or omission to act or delay of any kind of the Issuer, litigationthe Lenders, investigation the Administrative Agent or proceeding relating any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.4, constitute a legal or equitable discharge of the Borrowers’ obligations hereunder other than gross negligence, bad faith or willful misconduct by the Issuer. Any action taken or omitted to be taken by the relevant Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence, bad faith or willful misconduct, shall not result in any liability of such Issuer to any Borrower or any Lender. In determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof, the Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit, the Issuer may rely exclusively on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any Indemnitee is a party theretodocument presented pursuant to such Letter of Credit proves to be insufficient in any respect, provided that if such indemnity shall not, as document on its face appears to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of, or material breach of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee againstin order, and hold each Indemnitee harmless from, whether or not any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Liability related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement other statement or any other Loan Document, document presented pursuant to such Letter of Credit proves to be forged or invalid or any investigation made by statement therein proves to be inaccurate or on behalf untrue in any respect whatsoever, and any noncompliance in any immaterial respect of any Agentthe documents presented under such Letter of Credit with the terms thereof shall, any Issuing Bankin each case, any Lender be deemed not to constitute willful misconduct or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand thereforgross negligence of the Issuer.

The U. S. Borrower agrees to shall indemnify the Agentseach Agent, each Issuing Bank, each Bank and Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all liabilities, Taxes, obligations, losses, claims, damages, liabilities and related expensespenalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it, including the reasonable counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto and thereto of their respective obligations thereunder hereunder or the consummation of the Transactions and the or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds of therefrom (including any refusal by the Loans or the use of any Issuing Bank to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the U.S. Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the U.S. Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as or in any other way relating to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of, or material breach arising out of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Liability related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property other Loan Document or any property owned, leased action taken or operated omitted by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower it under this Agreement or any of the Subsidiaries, other Loan Document; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand thereforIndemnitee.

The U. S. Borrower agrees to shall indemnify the AgentsAdministrative Agent (and any sub-agent thereof), each U.S. Lender and the U.S. Issuing Bank, each Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an a “U.S. Indemnitee”) against, and to hold each U.S. Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, expenses (including reasonable counsel the fees, charges and disbursementsdisbursements of any counsel for any U.S. Indemnitee), and shall indemnify and hold harmless each U.S. Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any U.S. Indemnitee, incurred by any U.S. Indemnitee or asserted against any U.S. Indemnitee by any third party or by any Borrower or any of its Subsidiaries arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds of the Loans or the use of therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to such Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory, whether brought by a third party or by any Borrower or any of its Subsidiaries, and regardless of whether any U.S. Indemnitee is a party thereto, provided that such indemnity shall not, as to any U.S. Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of, or material breach of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (Ax) any Environmental Liability related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such U.S. Indemnitee or (y) result from a claim brought by any Borrower or any of its Related Parties. The provisions Subsidiaries against a U.S. Indemnitee for breach in bad faith of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity such U.S. Indemnitee’s obligations hereunder or unenforceability of any term or provision of this Agreement or under any other Loan Document, if such Borrower or any investigation made such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by or on behalf a court of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand thereforcompetent jurisdiction.

The U. S. Borrower agrees to shall indemnify the Agentseach Agent, each Issuing Bank, each Bank and Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all liabilities, Taxes, obligations, losses, claims, damages, liabilities and related expensespenalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it, including the reasonable counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto and thereto of their respective obligations thereunder hereunder or the consummation of the Transactions and the or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds of therefrom (including any refusal by the Loans or the use of any Issuing Bank to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the U.S. Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the U.S. Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as or in any other way relating to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of, or material breach arising out of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Liability related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property other Loan Document or any property owned, leased action taken or operated omitted by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower it under this Agreement or any of the Subsidiaries, other Loan Document; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand thereforIndemnitee.

The U. S. Borrower agrees to indemnify the Agents, the Joint Lead Arrangers, each Issuing Bank, each Lender, each Ancillary Lender and each of their respective directors, trustees, officers, employees and agents (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted result primarily from the bad faith, gross negligence or wilful willful misconduct of, or material breach of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Joint Lead Arranger, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Liability Claim related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the their Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Property or any property owned, leased or operated by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower or any of the their Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender Bank or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

The U. S. Borrower agrees to shall indemnify the Agentseach Agent, each Issuing Bank, each Bank and Lender, each Ancillary Lender and each Related Party of their respective directors, trustees, officers, employees and agents any of the foregoing Persons (each such person Person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all liabilities, Taxes, obligations, losses, claims, damages, liabilities and related expensespenalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it, including the reasonable counsel fees, charges and disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto and thereto of their respective obligations thereunder hereunder or the consummation of the Transactions and the or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds of therefrom (including any refusal by the Loans or the use of any Issuing Bank to honor a demand for payment under a Letter of Credit or if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the U.S. Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the U.S. Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as or in any other way relating to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of, or material breach arising out of this Agreement by, such Indemnitee (treating, for this purpose only, any Agent, any Issuing Bank, any Lender, any Ancillary Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the U.S. Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Liability related in any way to Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property other Loan Document or any property owned, leased action taken or operated omitted by any predecessor of Holdings, Intermediate Holdings, the U.S. Borrower it under this Agreement or any of the Subsidiaries, other Loan Document; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Lender or any Ancillary Lender. All amounts due under this Section 9.05 shall be payable on written demand therefornon-Tax claim.