Common use of Indemnification by the Borrower Clause in Contracts

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, reasonable and documented fees, disbursements and other charges of one firm of counsel for all such Indemnitees (and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly affected Indemnitees), incurred by any Indemnitee, or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, reasonable and documented expenses (including the fees, charges and disbursements and other charges of one firm of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all such Indemnitees (and, if reasonably necessary, one firm fees and time charges and disbursements for attorneys who may be employees of local counsel in each appropriate jurisdiction) (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly affected Indemnitees)any Indemnitee, incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASESin all cases, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE COMPARATIVEout of the comparative, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEEcontributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)jurisdiction.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, reasonable and documented expenses (including the fees, charges and disbursements and other charges of one firm of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all such Indemnitees (and, if reasonably necessary, one firm fees and time charges and disbursements for attorneys who may be employees of local counsel in each appropriate jurisdiction) (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly affected Indemnitees)any Indemnitee, incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)jurisdiction.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), hold harmless each Lender Purchaser and each L/C Issuerunderwriter, if any, which facilitates the disposition of Registrable Securities, and each Related Party of any their respective officers and directors and each Person who controls such underwriter within the meaning of Section 15 of the foregoing Persons Securities Act or Section 20 of the 1934 Act (each such Person being called sometimes hereinafter referred to as an “IndemniteeIndemnified Person”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damagesdamages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and related expenses(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, includingnot misleading, but not limited to, reasonable and documented fees, disbursements and other charges or arise out of one firm or are based upon an untrue statement or alleged untrue statement of counsel for all such Indemnitees (and, if reasonably necessary, one firm of local counsel a material fact contained in each appropriate jurisdiction) (andany Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case light of an actual or perceived conflict of interestthe circumstances under which they were made, where the Indemnitee affected by such conflict informs not misleading; and the Borrower of hereby agrees to reimburse such conflict, of one additional firm of counsel (Indemnified Person for all reasonable legal and local counsel) in each relevant jurisdiction to each group of similarly affected Indemnitees), other expenses incurred by them in connection with investigating or defending any Indemniteesuch action or claim as and when such expenses are incurred; provided, or asserted against any Indemnitee by any Person (including however, that the Borrower shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or any other Loan Party) other than such Indemnitees and Related Parties arising liability arises out of, in connection with, of or as a result of is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the execution Borrower by such Indemnified Person expressly for use therein or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, (ii) in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlyoccurrence of an event of the type specified in Section 6.2.2(e), the administration use by the Indemnified Person of this Agreement and an outdated or defective Prospectus after the other Loan Documents, (ii) any Loan or Letter of Credit or Borrower has provided to such Indemnified Person an updated Prospectus correcting the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual untrue statement or alleged presence untrue statement or release of Hazardous Materials atomission or alleged omission giving rise to such loss, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation damage or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)liability.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender and each L/C Issuerof their respective Affiliates, controlling Persons, successors and each Related Party of any of the foregoing Persons assigns and their respective officers, directors, employees, agents and advisors (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless fromfrom (and will reimburse each Indemnitee as the same are incurred for), any and all losses, claims, damages, liabilities and related expensesexpenses (in the case of fees, includingdisbursements and charges of counsel, but not limited to, to the reasonable and documented fees, disbursements and other charges of one firm counsel to all Indemnitees, taken together (and, if reasonably necessary, of one local counsel for all such Indemnitees in any relevant jurisdiction and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one firm of additional local counsel in each appropriate any relevant jurisdiction) (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly for all affected Indemnitees, taken together), ) that may be incurred by or awarded against any Indemnitee, or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees and Related Parties in each case arising out of, of or in connection with, or as a result of with (i) the Credit Facility, (ii) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in ‎Section 3.05), (iiiii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)proceeds, (iiiiv) any actual or alleged presence or release of Hazardous Materials on, at, on, under to or emanating from any property owned currently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, Subsidiaries or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, gross negligence, bad faith negligence or willful misconduct of such IndemniteeIndemnitee or its Subject Related Parties, (y) result from a claim brought material breach by the Borrower such Indemnitee or any other Loan Party against an Indemnitee for breach in bad faith of its Subject Related Parties of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction Document or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes dispute solely among two or more Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims not arising out of from any act or omission on the part of the Borrower or its Affiliates Subsidiaries hereunder (other than claims against an Indemnitee in its capacity or as determined by a court result of competent jurisdiction in a final and fulfilling its role as an Agent, Arranger or similar role under any of the Loan Documents). This ‎Section 9.06(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim. In the case of an investigation, litigation or proceeding to which the indemnity in this ‎Section 9.06(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its equityholders or creditors or any other third party or an Indemnitee, whether or not an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender and Lender, each L/C Issuer, Blackstone Credit, Ally and each Related Party of their respective Affiliates (including (x) with respect to Blackstone Credit and any other Blackstone Credit Entity that is an Agent, the Blackstone Credit Representative or a Lender, any other Blackstone Credit Entity and (y) with respect to Ally and any Affiliate thereof that is an L/C Issuer, the Ally Representative or a Lender), and each partner, director, officer, employee, counsel, advisor, controlling person and other representative of the foregoing Persons and, in the case of any funds, trustees and advisors and attorneys-in-fact (each such Person being called an collectively, the “IndemniteeIndemnitees”) againstfrom and against (and will reimburse each Indemnitee, as and hold each Indemnitee harmless fromwhen incurred, for) any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs (including settlement costs), disbursements, and related expenses, including, but not limited to, reasonable and documented or invoiced out-of-pocket fees and expenses (including the reasonable and documented fees, disbursements and other charges of (i) one firm of counsel for all such to the Administrative Agent, the Collateral Agent and their respective Related Parties, (ii) one counsel to the other Indemnitees taken as a whole, (and, if reasonably necessary, one firm of local counsel in each appropriate jurisdictioniii) (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflictconflict and thereafter retains its own counsel, of one additional another firm of counsel (and local counsel) for each such affected Indemnitee in each relevant jurisdiction material to the interests of the Lenders, (iv) if necessary, one local counsel to the Administrative Agent, the Collateral Agent and their respective Related Persons in each group jurisdiction material to the interests of similarly affected Indemnitees)such Persons (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty) and (v) if necessary, one local counsel to the other Indemnities in each jurisdiction material to the interests of the Indemnitees (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty) of any kind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee, or asserted or awarded against any such Indemnitee in any way relating to or arising out of or in connection with or by reason of (x) any Person (including the Borrower actual or threatened claim, litigation, investigation or Proceeding in any other Loan Party) other than such Indemnitees and Related Parties way relating to, arising out of, in connection withwith or by reason of any of the following, whether based on contract, tort or any other theory (including any investigation of, preparation for, or as a result defense of any pending or threatened claim, investigation, litigation or other Proceeding): (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreementany Loan Document, the Agreement Among Lenders, or any other Loan Document or any agreement agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder thereby or the consummation of the transactions contemplated hereby thereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, disbursements, fees or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgmentjudgment to have resulted from (A) the bad faith (other than in the case of the Administrative Agent, the Collateral Agent or their respective Related Parties), gross negligence or willful misconduct of such Indemnitee or any of its Affiliates or controlling persons or any of its officers, directors, employees, agents, advisors, or members of any of the foregoing (as determined by a final and non-appealable judgment by a court of competent jurisdiction) or (B) any dispute that is among Indemnitees (other than any dispute involving claims against the Administrative Agent or any other Agent or any L/C Issuer, in each case in their respective capacities as such) that a court of competent jurisdiction has determined in a final and non-appealable judgment did not involve actions or omissions of any direct or indirect parent or controlling person of the Borrower or its Subsidiaries; or (y) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property currently or formerly owned or operated by Holdings or any of its Subsidiaries, or any Environmental Liability related in any way to Holdings or any of its Subsidiaries, ((x) and (y), collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee regardless of whether such Indemnitee is a party thereto, and whether or not such Proceedings are brought by the Borrower, its equity holders, its Affiliates, creditors or any other third person. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through the Platform or other information transmission systems (including electronic telecommunications) in connection with this Agreement unless determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from the gross negligence, bad faith (other than in the case of the Administrative Agent, the Collateral Agent or their respective Related Parties) or willful misconduct of such Indemnitee, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that such waiver of special, punitive, indirect or consequential damages shall not limit the indemnification obligations of the Loan Parties under this Section 10.05. In the case of an investigation, litigation or other Proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or other Proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee or any other Person, and whether or not any Indemnitee is otherwise a party thereto. Should any investigation, litigation or other Proceeding be settled, or if there is a judgment in any such investigation, litigation or other Proceeding, the Borrower shall indemnify and hold harmless each Indemnitee in the manner set forth above; provided that the Borrower shall not be liable for any settlement (other than by the Administrative Agent, the Collateral Agent or their respective Related Parties) effected without the Borrower’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). All amounts due under this Section 10.05 shall be payable within 30 days after demand therefor. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 10.05 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. For purposes of this Section 10.05, the Agreement Among Lenders shall constitute a Loan Document.

Indemnification by the Borrower. The Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)hold harmless each Arranger, each Lender and Agent-Related Person, each Lender, each L/C IssuerIssuer and their respective Affiliates, and each Related Party partners, directors, officers, employees, counsel, agents and, in the case of any of funds, trustees and advisors and attorneys-in-fact (collectively the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold against (and will reimburse each Indemnitee harmless from, as the same are incurred for) any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs (including settlement costs), expenses and related expenses, including, but not limited to, reasonable and documented disbursements (including the fees, disbursements and other charges of (i) one firm counsel to the Indemnitees taken as a whole, (ii) in the case of any conflict of interest, additional counsel for all to the affected Lender or group of Lenders, limited to one such Indemnitees additional counsel so long as representation of each such party by a single counsel is consistent with and permitted by professional responsibility rules, and (and, iii) if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (relevant jurisdiction and local special counsel) in each relevant jurisdiction to each group of similarly affected Indemnitees)any kind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee, or asserted or awarded against any such Indemnitee by in any Person (including the Borrower way relating to or any other Loan Party) other than such Indemnitees and Related Parties arising out of, of or in connection with, with or as a result by reason of (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder thereby or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiic) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned currently or formerly owned, leased or operated by the Borrower Borrower, any Subsidiary or any of its Subsidiariesother Loan Party, or any Environmental Liability related in any way to the Borrower Borrower, any Subsidiary or any of its Subsidiariesother Loan Party, or (ivd) any actual or prospective claim, litigation, investigation or proceeding in any way relating to to, arising out of, in connection with or by reason of any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by the Borrower defense of any pending or any other Loan Party threatened claim, investigation, litigation or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, IN ALL CASEScollectively, WHETHER OR NOT CAUSED BY OR ARISINGthe “Indemnified Liabilities”), IN WHOLE OR IN PARTin all cases, OUT OF THE COMPARATIVEwhether or not caused by or arising, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEEin whole or in part, out of the negligence of the Indemnitee; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or material breach of its express obligations under the Loan Documents by such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other information transmission systems (including electronic telecommunications) in connection with this Agreement, (y) result from a claim brought by the Borrower nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Party against Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee for breach in bad faith or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of such Indemnitee’s obligations the transactions contemplated hereunder or under any of the other Loan DocumentDocuments is consummated. Should any investigation, litigation or proceeding be settled with the consent of the Borrower, or if there is a judgment against an Indemnitee in any such investigation, litigation or proceeding, the Borrower or such Loan Party has obtained a final shall indemnify and nonappealable judgment hold harmless each Indemnitee in its favor on such claim as determined by a court the manner set forth above. All amounts due under this Section 10.05 shall be payable within twenty (20) Business Days after demand therefor. The agreements in this Section 10.05 shall survive the resignation of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangersreplacement of any Lender, the Swing Line Lender termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, any L/C Issuer in their capacities as such) and indemnification relating to Impositions, other than any claims Impositions arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by from a court of competent jurisdiction in a final and non-appealable judgment)Imposition claim, shall be covered by Section 3.01 and shall not be covered by this Section 10.05.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities Liabilities and related expenses, including, but not limited to, expenses (including the reasonable and documented fees, charges and disbursements and other charges of one firm a single outside counsel, excluding the allocated cost of counsel for all such Indemnitees (internal counsel, and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (and, solely in the case of an actual or perceived potential conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm legal counsel for all Indemnitees, as needed to address any such actual or potential conflict of counsel (and local counselinterest) in each relevant jurisdiction to each group of similarly affected Indemnitees), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan PartyBorrower) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities Liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or any of its Related Indemnitees, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith by such Indemnitee or any of such Indemnitee’s its Related Indemnitees of its obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment relate to be the result of any disputes among Indemnitees or any Related Party (other than any claims against any Indemnitee in its capacity as the Administrative Agent, Agent or the Arrangers, the Swing Line Lender Arranger or any L/C Issuer in their capacities fulfilling its role as such) and other than any claims arising that do not arise out of or in connection with any act or omission on the part of the Borrower or any of its Affiliates (as determined by a court Affiliates. Without limiting the provisions of competent jurisdiction in a final and Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes, other than any Taxes that represent Liabilities or related expenses arising from any non-appealable judgmentTax claim. For purposes of this Section 11.04(b), “Related Indemnitee” means, with respect to any Indemnitee, (i) any Subsidiary or Affiliate thereof, (ii) any director, officer or employee of such Indemnitee or any Subsidiary or Affiliate thereof or (iii) solely to the extent acting on behalf of or at the express instructions of any of the foregoing, any agent or advisor of the foregoing.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Lead Arrangers, each Lender and each L/C IssuerIssuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless fromfrom (and shall reimburse each Indemnitee as the same are incurred), any and all losses, claims, damages, liabilities and related expenses, including, but not expenses (limited to, reasonable in case of legal fees and documented fees, disbursements and other charges of expenses to one firm of counsel selected by the Administrative Agent for all such Indemnitees (taken as a whole and, if reasonably necessary, a single local counsel selected by the Administrative Agent for all Indemnitees taken as a whole in each relevant material jurisdiction and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each relevant material jurisdiction for each group of similarly situated Indemnitees, and, if reasonably necessary, one firm of local regulatory counsel in each appropriate jurisdiction) (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly affected Indemniteesany material specialty), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party, or any affiliate of any such party) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any affiliate of the Borrower’s or any such Loan Party’s directors, shareholders or creditorsparty, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (zjurisdiction. This Section 12.3(b) are determined by a court of competent jurisdiction by final and nonappealable judgment shall not apply with respect to be the result of any disputes among Indemnitees or any Related Party (Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersclaims, the Swing Line Lender or damages, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Whether or not the Transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless the Administrative Agent (and any sub-agent thereof), each Lender and Lender, each L/C Issuer, Issuer and each Related Party of any of the foregoing Persons (each such Person being called an collectively the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses and related expensesdisbursements (including Attorney Costs, includinglimited to (i) one primary counsel, but not limited torepresenting all of the Indemnitees, reasonable and documented feestaken as a whole, disbursements and other charges of one firm of counsel for all such Indemnitees (and, ii) if reasonably necessary, one firm of a single local counsel in each appropriate jurisdictionjurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole and (iii) if necessary, one special counsel for each relevant specialty for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest, interest where the Indemnitee affected by such conflict informs notifies the Borrower of the existence of such conflictconflict and thereafter retains its own counsel, of one additional another firm or counsel for each such affected Indemnitee)) of counsel (and local counsel) in each relevant jurisdiction to each group of similarly affected Indemnitees)any kind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee, or asserted against any such Indemnitee by in any Person (including way, to the Borrower extent relating to or any other Loan Party) other than such Indemnitees and Related Parties arising out of, of or in connection with, or as a result of with (iA) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder thereby or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (iiB) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiiC) any actual or alleged presence or release Release of Hazardous Materials at, on, under or emanating from any property owned owned, leased or operated by the Borrower Borrower, any Subsidiary or any of its Subsidiariesother Loan Party, or any Environmental Liability related in any way to the Borrower Borrower, any Subsidiary or any of its Subsidiariesother Loan Party, or (ivD) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by the Borrower defense of any pending or any other Loan Party threatened claim, investigation, litigation or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, IN ALL CASEScollectively, WHETHER OR NOT CAUSED BY OR ARISINGthe “Indemnified Liabilities”), IN WHOLE OR IN PARTin all cases, OUT OF THE COMPARATIVEwhether or not caused by or arising, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEEin whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or any of its Related Parties. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, (y) result from a claim brought by the Borrower nor shall any Indemnitee have any liability for any indirect, special, punitive or consequential damages relating to this Agreement or any other Loan Party against Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee for breach in bad faith or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of such Indemnitee’s obligations the transactions contemplated hereunder or under any of the other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Documents is consummated.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, reasonable and documented expenses (including the fees, charges and disbursements and other charges of one firm of primary counsel for all such to the Indemnitees (taken as a whole and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (and, in to the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) Indemnitees taken as a whole in each relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions) and one or more additional counsel in each relevant jurisdiction if one or more conflicts of interest, or perceived conflicts of interest, arise (which shall be limited to one counsel for each group of similarly affected Indemnitees)), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan PartyBorrower) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the syndication of Commitments hereunder, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom thereof (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), ) and (iii) any actual or alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from either (A) the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee, (yB) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction Document or (zC) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes dispute solely among Indemnitees or any Related Party (other than any claims against any Indemnitee in its capacity as the Administrative Agent, the Arrangers, the Swing Line Lender Agent or an Arranger or any L/C Issuer in their capacities as suchsimilar role under the Loan Documents) and other than any claims not arising out of any act or omission on the part of the Borrower or any of its Affiliates (as determined by a court Subsidiaries or Affiliates. Without limiting the provisions of competent jurisdiction in a final and Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, documented out-of-pocket expenses (including, but not limited towithout limitation, the reasonable and documented fees, disbursements and other charges of (x) one firm of counsel for all such Indemnitees Indemnitees, (and, y) if reasonably necessarydeemed necessary by the Administrative Agent, one firm of local counsel in each appropriate jurisdictionjurisdiction for all Indemnitees and (z) (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflictinterest with respect to any Indemnitee, of one additional another firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly for such affected IndemniteesIndemnitee), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related documented out-of-pocket expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)jurisdiction.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any subhold harmless each Agent, Agent-agent thereof)Related Person, each Lender Lender, Arranger and each L/C IssuerBookrunner and their respective controlled Affiliates and controlling Persons, and their respective officers, directors, employees, partners, agents, advisors and other representatives of each Related Party of any of the foregoing Persons and their respective successors and assigns (each such Person being called an collectively the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses and related expenses, including, disbursements (including Attorney Costs but not limited to, in the case of legal fees and expenses to the reasonable and documented or invoiced out-of-pocket fees, disbursements and other charges of one firm of counsel to all Indemnitees taken as a whole and, if necessary, one local counsel for all such Indemnitees (and, if reasonably necessary, one firm of local counsel taken as a whole in each appropriate jurisdiction) (andrelevant jurisdiction that is material to the interests of the Lenders, and solely in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of conflict and thereafter retains its own counsel one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly situated affected Indemnitees) and any other counsel obtained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), joint or several, of any kind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee, or asserted against any such Indemnitee by in any Person (including the Borrower way relating to or any other Loan Party) other than such Indemnitees and Related Parties arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder thereby or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iiic) any actual or alleged presence or release Release of Hazardous Materials at, on, under or emanating from any property owned or facility currently or formerly owned, leased or operated by the Borrower Loan Parties or any of its SubsidiariesSubsidiary, or any Environmental Liability related relating in any way to the Borrower Loan Parties or any Subsidiary (other than any such presence or Release resulting solely from acts or omissions by persons other than the Loan Parties or any of its Subsidiariestheir Subsidiaries after the Administrative Agent sells the respective property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure), or (ivd) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by preparation for, or defense of any pending claim, investigation, litigation or proceeding) (a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, “Proceeding”) and regardless of whether any Indemnitee is a party theretothereto or whether or not such Proceeding is brought by the Borrower or any other person and, IN ALL CASESin each case, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE COMPARATIVEout of the negligence of the Indemnitee (all of the foregoing, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEEcollectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses disbursements resulted from (w) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction, (x) are a material breach of any obligations under this Agreement or any other Loan Document by such Indemnitee or any of its controlled Affiliates, as determined by a final non-appealable judgment of a court of competent jurisdiction or (y) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under any Facility and other than any claims arising out of any act or omission of Holdings, the Borrower, the Sponsor or any of their Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, in each case, except to the extent any such damages are found in a final and nonappealable non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, or a material breach of such Indemnitee, (y) result from a claim brought by the Borrower any obligations under this Agreement or any other Loan Document by, such Indemnitee or any of its controlled Affiliates, nor shall any Indemnitee, Loan Party against or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); it being agreed that this sentence shall not limit the indemnification obligations of Holdings or any Subsidiary (including, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party and for breach any out-of-pocket expenses). In the case of an investigation, litigation or other proceeding to which the indemnity in bad faith this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of such Indemnitee’s obligations any Loan Party, its directors, equity holders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan DocumentDocuments are consummated. By accepting the benefits hereof, if each Indemnitee agrees to refund and return any and all amounts paid by the Borrower or to such Loan Party has obtained Indemnitee to the extent items in clauses (w) through (y) above occur. All amounts due under this Section 10.05 shall be paid within 10 days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final and nonappealable non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims. The Borrower shall not be liable for any settlement of any proceeding effected without its consent (z) are determined which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with the Borrower’s written consent, or if there is a final and non-appealable judgment by a court of competent jurisdiction against an Indemnitee in any such proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee to the extent and in the manner set forth above. The Borrower shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed) (it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i), (ii) and (iii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened proceeding in respect of which indemnity could have been sought hereunder by final such Indemnitee unless (i) such settlement includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding, (ii) such settlement does not include any statement as to any admission of fault, culpability, wrongdoing or failure to act by or on behalf of any Indemnitee and nonappealable judgment (iii) contains customary confidentiality provisions with respect to the terms of such settlement. To the extent that the Borrower for any reason fail to indefeasibly pay any amount required under this Section 10.05 or Section 10.04 or otherwise under the Loan Documents to be paid by it to the result of Administrative Agent or Collateral Agent (or any disputes among Indemnitees sub-agent thereof), the L/C Issuers or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent or Collateral Agent (other than or any claims such sub-agent), the L/C Issuers or such Related Party, as the case may be, such Lender’s Pro Rata Share (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, the Arrangers, the Swing Line Lender Agent (or any such sub-agent) or the L/C Issuers in their capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part connection with such capacity. The obligations of the Borrower or its Affiliates (as determined by a court Lenders under this paragraph are subject to the provisions of competent jurisdiction in a final and non-appealable judgmentSection 2.12(e).

Indemnification by the Borrower. The Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)hold harmless each Agent, each Lender and Arranger, each Lender, each L/C Issuer, Issuer and each of their respective Related Party of any Parties and other representatives and successors of the foregoing Persons (each such Person being called an collectively the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all liabilities, losses, claims, damages, liabilities claims and related expensescosts of any kind or nature (including Attorney Costs, includingwhich shall be limited to a single primary counsel to the Indemnitees, but not limited to, reasonable and documented fees, disbursements and other charges of one firm of counsel for all such Indemnitees taken as a whole (and, if reasonably necessary, one of a single firm of local counsel to the Indemnitees, taken as a whole, in each appropriate material jurisdiction) (and)), in unless the case of Indemnitees reasonably determine that separate counsel is necessary to avoid an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of in which case one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly may be appointed for all affected Indemnitees), taken as a whole, for any kind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee, or asserted against any such Indemnitee by in any Person (including the Borrower way relating to or any other Loan Party) other than such Indemnitees and Related Parties arising out of, of or in connection with, or as a result of : (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder thereby or the consummation of the transactions contemplated hereby or thereby, thereby or, in the case of the Administrative Agent (and any sub-sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, Documents (iiincluding in respect of any matters addressed in Section 3.01); (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), ; or (iiic) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned currently or formerly owned, leased or operated by the Borrower any Restricted Company or any of its their Subsidiaries, or any Environmental Liability related in any way to the Borrower any Restricted Company or any of its their Subsidiaries, or ; or (ivd) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contractor not such claim, tort litigation, investigation or any other theory, whether proceeding is brought by a third party or by the Borrower or any other Loan Party or their respective equity holders, Affiliates, creditors or any other third Person and based on contract, tort or any other theory (including any investigation of, preparation for, or defense of the Borrower’s any pending or such Loan Party’s directorsthreatened claim, shareholders investigation, litigation or creditors, proceeding) and regardless of whether any Indemnitee is a party theretothereto (a “Proceeding”); (all the foregoing, IN ALL CASEScollectively, WHETHER OR NOT CAUSED BY OR ARISINGthe “Indemnified Liabilities”), IN WHOLE OR IN PARTin all cases, OUT OF THE COMPARATIVEwhether or not caused by or arising, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEEin whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, damages, claims and costs (collectively, the “Losses”) (x) have resulted from the gross negligence or willful misconduct or bad faith or material breach of the Loan Documents of or by such Indemnitee or any of its Affiliates or any of the officers, directors, employees, advisors, agents or other representatives or successors of any of the foregoing, as determined by the final non-appealable judgment of a court of competent jurisdiction, (y) arise from claims of any of the Indemnitees solely against one or more Indemnitees (other than any claims against an Indemnitee in its capacity as agent, arranger or other similar role hereunder) that have not resulted from any misrepresentation, default or the breach of any Loan Document or any actual or alleged performance or non-performance by the Borrower or any other Loan Party, any direct or indirect parent or controlling person thereof or their respective Subsidiaries or any of their respective officers, directors, stockholders, partners, members, employees, agents, representatives or advisors or (z) have resulted from any agreement governing any settlement referred to below by such Indemnitee that is effected without the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent or if there is a final judgment in any such Proceeding, the Loan Parties agree to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or related expenses judgment in accordance with, and to the extent required by, this Section 11.05. Each Indemnitee shall be obligated to refund and return any and all amounts paid by you (xor on your behalf) are under this Section 11.05 to such Indemnitee to the extent such Indemnitee is not entitled to payment of such amounts in accordance with the terms hereof. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through SyndTrak, IntraLinks or other similar information transmission systems in connection with this Agreement, except to the extent resulting from the willful misconduct, gross negligence or material breach of the Loan Documents in bad faith of or by such Indemnitee as determined by the final non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment jurisdiction, nor shall any Indemnitee or any Loan Party have any liability (whether direct or indirect, in contract or in tort or otherwise) for any special, punitive, indirect or consequential damages relating to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower this Agreement or any other Loan Party Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided, however, that the foregoing liability exclusion with respect to the Loan Parties shall not limit the indemnification obligations of the Loan Parties otherwise provided for above in respect of third party claims against the Indemnitees for which such Indemnitees are otherwise entitled to indemnification hereunder. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee for breach in bad faith or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of such Indemnitee’s obligations the transactions contemplated hereunder or under any of the other Loan Document, if Documents is consummated. All amounts due under this Section 11.05 shall be paid within thirty days of receipt by the Borrower or such Loan Party has obtained a final and nonappealable judgment of an invoice in its favor on such claim as determined by a court reasonable detail. The agreements in this Section 11.05 shall survive the resignation of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangersreplacement of any Lender, the Swing Line Lender termination of the Aggregate Commitments and the repayment, satisfaction or any L/C Issuer in their capacities as such) and discharge of all the other Obligations. Without limiting the provisions of Section 3.01, this Section 11.05 shall not apply with respect to Taxes other than any claims Taxes that represent Losses arising out from any non-Tax claim. The Loan Parties shall not be liable for any settlement of any act Proceeding (or omission on any expenses related thereto) effected without the part of Borrower’s written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower Borrower’s written consent or its Affiliates (as determined if there is a final and non-appealable judgment by a court of competent jurisdiction in a final any such Proceeding, the Loan Parties agree to indemnify and hold harmless each Indemnitee from and against any and all Losses and reasonable and documented or invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 11.05. The Loan Parties shall not shall not, without the prior written consent of any Indemnitee (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-appealable judgmentsatisfaction of any of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless such settlement (i) includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnitee. In case any Proceeding is instituted involving any Indemnitee for which indemnification is to be sought hereunder by such Indemnitee, then such Indemnitee will promptly notify the Borrower of the commencement of any Proceeding; provided, however, that the failure to so notify the Borrower will not relieve the Borrower from any liability that it may have to such Indemnitee pursuant to this Section 11.05.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent, the Syndication Agent, each Documentation Agent, the Senior Co-Manager, the Co-Manager, each Arranger, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damagesdamages and liabilities of any kind or nature and reasonable, liabilities documented and related expenses, including, but not limited to, invoiced out-of-pocket fees and expenses (including the reasonable and documented fees, disbursements and other charges out-of-pocket legal expenses of (x) one firm of counsel for all such Indemnitees (Indemnitees, taken as a whole, and, if reasonably necessary, one of a single firm of local counsel in each appropriate jurisdictionjurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such affected Indemnitees, taken as a whole and (and, in the case of y) if there is an actual or perceived conflict of interest, where the interest that requires separate representation for any Indemnitee affected by and such conflict Indemnitee informs the Borrower of such conflict, of one additional separate firm of counsel and, to the extent reasonably necessary, local or specialist firms of counsel (which may include a single firm of counsel acting in multiple jurisdictions) for such Indemnitee and local counsel) in each relevant jurisdiction to each group of similarly affected Indemnitees, taken as a whole), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including in connection with the arranging and syndication of the credit facilities provided for herein), or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, ; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), ; (iii) any actual or alleged presence or release Release of Hazardous Materials at, on, under or emanating from any property owned owned, leased or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence, bad faith or willful misconduct of such Indemnitee, Indemnitee or any of its Related Parties or (B) any material breach of the obligations of such Indemnitee or any of its Related Parties under the Loan Documents; (y) result from a claim brought any such proceeding that does not involve an act or omission by the Borrower or any other Loan Party against Restricted Subsidiary and that is brought by an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under against another Indemnitee (other than disputes involving claims against any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment Agent in its favor on such claim capacity as determined by a court of competent jurisdiction such) or (z) are determined incurred by an Indemnitee not acting in its capacity hereunder as a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Lender, Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out or Related Party of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)foregoing. This Section 10.04(b) shall not apply with respect to Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, reasonable and documented expenses (including the fees, charges and disbursements and other charges of one firm of counsel for all such Indemnitees (Persons, taken as a whole, and, if reasonably necessary, one by a single firm of local counsel in each appropriate jurisdiction) jurisdiction for all such Persons, taken as a whole (and, in the case of unless there is an actual or perceived conflict of interestinterest in which case, where each such Person may, with the Indemnitee affected by such conflict informs consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel), and shall indemnify and hold harmless each Indemnitee from all documented and reasonable out of pocket fees and time charges and disbursements for one counsel for all such conflictPersons, of one additional taken as a whole, and, if necessary, by a single firm of local counsel (and local counsel) in each relevant appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case, each such Person may, with the consent of the Borrower (not to each group of similarly affected Indemniteesbe unreasonably withheld or delayed) retain its own counsel), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or Borrower, any other Loan Party) other than such Indemnitees and Related Parties , any Intermediate Parent or the Public Parent arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Committed Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower Borrower, any other Loan Party or any of its SubsidiariesRestricted Subsidiary, or any Environmental Liability related in any way to the Borrower Borrower, any other Loan Party or any of its SubsidiariesRestricted Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or Borrower, any other Loan Party Party, any Intermediate Parent or any of the Borrower’s or such Loan Party’s directors, shareholders or creditorsPublic Parent, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower or Borrower, any other Loan Party Party, any Intermediate Parent or the Public Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or Borrower, such Loan Party Party, any Intermediate Parent or the Public Parent has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or jurisdiction. No Loan Party will, without the prior written consent of the relevant Indemnitee (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to which consent shall not be the result unreasonably withheld), effect any settlement of any disputes among Indemnitees pending or threatened claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) against an Indemnitee in respect of which indemnity could have been sought hereunder by such Indemnitee unless (i) such settlement includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to any admission. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Public Parent, any Intermediate Parent the Parent, the Borrower, any other Loan Party, any of their respective directors, employees, stockholders or creditors, or an Indemnitee or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Person.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, expenses (including the reasonable and documented fees, charges and disbursements and other charges of not more than one firm of counsel for all such Indemnitees (and, if reasonably necessary, one firm of local counsel in each appropriate any jurisdiction) (and; provided that, in the case of an actual or perceived a conflict of interest, interest where the Indemnitee affected by such conflict informs the Borrower of such conflictconflict and thereafter retains its own counsel, of one additional firm of another counsel (and local counsel) in each relevant applicable jurisdiction to each group of similarly for such affected IndemniteesIndemnitee), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the applicable L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

Indemnification by the Borrower. The Borrower shall indemnify the Arrangers, the Administrative Agent (and any sub-agent thereof)Agent, each the Collateral Agent, the Issuing Lender and each L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and invoiced out-of-pocket expenses, including, but not limited to, reasonable and documented including the fees, charges and disbursements and other charges of any one counsel for the Indemnitees, taken as a whole and, if necessary, of one firm of local counsel for all such Indemnitees in each appropriate jurisdiction (and, if reasonably necessaryto the extent required by the subject matter, one firm specialist counsel for each such specialized area of local counsel law in each appropriate jurisdiction) (and, in the case of an actual or perceived a conflict of interest, interest (as determined in the sole discretion of each affected Indemnitee) where the Indemnitee affected by such conflict informs the Borrower you of such conflictconflict and thereafter retains its own counsel, of one additional another firm of counsel (and local counselfor each such affected Indemnitee) in each relevant jurisdiction to each group of similarly affected Indemnitees), incurred by any Indemnitee, or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documentshereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, theory and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful wilful misconduct of such Indemnitee, (yii) result resulted from a claim brought by the Borrower or material breach of any other Loan Party against an Indemnitee for breach in bad faith of Documents by, such Indemnitee’s obligations hereunder or under any other Loan Documentindemnified person, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ziii) are determined by a court of competent jurisdiction by final result from any dispute solely among the indemnified persons and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims not arising out of any act or omission on the part of the Borrower Borrower, or any of its Affiliates (except when and to the extent one of the parties to such action was acting in its capacity as determined by a court of competent jurisdiction in a final and non-appealable judgmentAdministrative Agent, Collateral Agent or Arranger).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, from (and will reimburse each Indemnitee as the same are incurred for) any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, reasonable and documented out-of-pocket expenses (including the reasonable and documented fees, charges and disbursements and other charges of one firm of primary counsel for to all such Indemnitees (and, if reasonably necessary, one firm of local counsel in each appropriate relevant jurisdiction) (and, in unless conflicts of interests require the case retention of an actual or perceived conflict of interest, where additional counsel and settlement costs to the Indemnitee affected by such conflict informs extent the Borrower of approves the settlement (such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction approval not to each group of similarly affected Indemniteesbe withheld or delayed unreasonably)), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemniteeof, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes agreement contained in any Loan Document by, such Indemnitee or resulting from any dispute solely among Indemnitees or any Related Party (other than (A) any claims against the Administrative Agent, the Arrangers, the Swing Line Lender Agent (and any sub-agent thereof) or any L/C Issuer Arranger in their capacities respective capacities, as suchor in fulfilling their respective roles, as an administrative agent or arranger in respect of this Agreement and the transactions contemplated hereby and (B) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court Affiliates. Without limiting the provisions of competent jurisdiction in a final and Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, each Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesexpenses (limited, includingin the case of legal fees and expenses of counsel, but not limited to, reasonable and documented to the fees, charges and disbursements and other charges of one firm of primary counsel for all such Indemnitees (andto the Indemnitees, taken as a whole, and if reasonably necessary, one firm of special counsel and one local counsel in each appropriate relevant jurisdiction) (and, in to the case Indemnitees, taken as a whole, unless the representation of one or more Indemnitees by such counsel would be inappropriate due to the existence of an actual or perceived conflict of interest, where in which case, upon prior written notice to the Indemnitee affected by such conflict informs Borrower, the Borrower of such conflictshall also be required to reimburse the reasonable out-of-pocket fees, charges and disbursements of one additional firm of counsel (and local counsel) to such affected Indemnitees in each relevant jurisdiction to each group of similarly affected Indemniteesjurisdiction), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such IndemniteeIndemnitee (or any of its Related Indemnified Parties), (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be any dispute solely among the result of any disputes among Indemnitees or any Related Party (other than any claims against the an Indemnitee in its capacity or in fulfilling its role as Administrative Agent, the Arrangers, the Swing Line Lender Agent or Arranger or any L/C Issuer in their capacities as such) similar role under this Agreement or any other Loan Document and other than any claims arising out of any act or omission on the part of the Borrower or any of its Affiliates (as determined by a court Affiliates. Without limiting the provisions of competent jurisdiction in a final and Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and Lender, each Fronting L/C Issuer, the Several L/C Agent and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesexpenses (including the fees, includingcharges and disbursements of one firm of primary counsel for the Administrative Agent and one firm of primary counsel for the other Indemnitees, but unless such other Indemnitees cannot limited tobe represented by one primary firm due to conflicts of interest, in which case the other Indemnitees shall be indemnified from and against and reimbursed for the reasonable and documented fees, disbursements and other charges of one firm such number of other counsel for all as are necessary in light of such Indemnitees (and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (and, in the case of an actual or perceived conflict conflicts of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly affected Indemnitees), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any Fronting L/C Issuer or the Several L/C Agent to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective other claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that (x) such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee, (y) such losses, claims, damages, liabilities or related expenses result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be such indemnity is for any action, claim, litigation or proceeding solely among the result of any disputes among Indemnitees or any Related Party (other than any claims a claim, litigation or proceeding against an Arranger or the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer Agent in their capacities as such) and other than any claims arising out of so long as such action, claim, litigation or proceeding is not attributable to any act or omission by, or on behalf of, the part Borrower. Without limiting the provisions of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify and hold harmless the Administrative Agent (and Agent, any sub-agent thereof)Supplemental Administrative Agent, the Collateral Agent, the Issuing Banks, each Lender Lender, each Lead Arranger (collectively, the “Principal Indemnitees”) and each L/C Issuertheir respective Affiliates, directors, officers, employees, agents, advisors, partners, shareholders, trustees, controlling persons, and each other representatives (collectively, the “Related Party of any of Parties” and, together with the foregoing Persons (each such Person being called an Principal Indemnitees, collectively, the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses and related disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (but limited, in the case of legal fees and expenses, including, but not limited to, reasonable and documented fees, disbursements and other charges to the Attorney Costs of one firm of counsel for to all such Indemnitees (taken as a whole and, if reasonably necessary, one a single firm of local counsel for all Indemnitees taken as a whole in each appropriate jurisdiction) relevant jurisdiction that is material to the interest of such Indemnitees (andwhich may be a single local counsel acting in multiple material jurisdictions), and solely in the case of an actual or perceived conflict of interest, interest between Indemnitees (where the Indemnitee affected by such conflict of interest informs the Borrower in writing of such conflictconflict of interest), of one additional firm of counsel (and a single firm of local counsel) counsel in each relevant jurisdiction jurisdiction) to each group of affected Indemnitees similarly affected Indemnitees), incurred by any Indemnitee, or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or situated taken as a result of whole), (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder thereby or the consummation of the transactions contemplated hereby thereby (including the reliance in good faith by any Indemnitee on any notice purportedly given by or thereby, or, in the case on behalf of the Administrative Agent Borrower or any Loan Party); (and any sub-agent thereofb) and its Related Parties only, the administration of this Agreement and the other Loan Documents, Transaction; (iic) any Loan or Commitment, Loan, Letter of Credit or the use or proposed use of the proceeds therefrom (including any the refusal by an L/C Issuer Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), ; (iiid) any actual or alleged presence or release of of, or exposure to, any Hazardous Materials at, on, under on or emanating from any property currently or formerly owned or operated by the Borrower or any of its Subsidiariesother Loan Party, or any Environmental Liability Claim or Environmental Liability, in each case arising out of the activities or operations of or otherwise related in any way to the Borrower or any of its Subsidiaries, or other Loan Party; or (ive) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by the Borrower defense of any pending or any other Loan Party threatened claim, investigation, litigation or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, proceeding) and regardless of whether any Indemnitee is a party theretothereto (each a “Proceeding”); (all the foregoing, IN ALL CASEScollectively, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEEthe “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by determines in a final and nonappealable non-appealable judgment to have that any such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any Related Indemnified Person of such Indemnitee, (yii) result from a claim brought by the Borrower or material breach of any other Loan Party against an Indemnitee for breach in bad faith obligations of such Indemnitee’s obligations hereunder or Indemnitee under any other Loan DocumentDocument by such Indemnitee or Related Indemnified Person including, if the Borrower or such failure to fund a Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court upon satisfaction of competent jurisdiction the applicable conditions precedent, or (ziii) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes dispute solely among Indemnitees or of any Related Party (Indemnified Person of such Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent, the ArrangersCollateral Agent, the Swing Line Lender Lead Arranger or any L/C Issuer in their capacities as suchan Issuing Bank (or other Agent role) under the Facility and other than any claims arising out of any act or omission on the part of the Borrower or any of its Affiliates Affiliates. No Release Action taken by an Indemnified Person shall be deemed to constitute gross negligence, bad faith or willful misconduct for purposes of this Section 10.05. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 10.05 may be unenforceable in whole or in part because they are violative of any Applicable Law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through ▇▇▇▇▇▇▇ Datasite One, Syndtrak or other similar information transmission systems in connection with this Agreement, except to the extent resulting from the willful misconduct, bad faith or gross negligence of such Indemnitee or any Related Indemnified Person (as determined by a final and non-appealable judgment of a court of competent jurisdiction), nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 (after the determination of a court of competent jurisdiction, if required pursuant to the terms of this Section 10.05) shall be paid within twenty Business Days after written demand therefor. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, any Issuing Bank or the Collateral Agent, replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 10.05 shall not apply to Taxes, except it shall apply to any Taxes that represent losses, claims or damages arising from any non-Tax claim (including a value added tax or similar tax charged with respect to the supply of legal or other services). For the avoidance of doubt and without limiting the foregoing obligations in any manner, neither any Sponsor, nor any other Affiliate of the Borrower (other than the Borrower, and its Restricted Subsidiaries) shall have any liability under this Section 10.05, and each is hereby released from any liability arising from the Transactions or any transaction explicitly permitted (or not prohibited) by the Loan Documents. The Borrower and its Restricted Subsidiaries shall not be liable for any settlement of any Proceeding effected without the Borrower’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction in any such Proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee from and against any and all Indemnified Liabilities and related expenses by reason of such settlement or judgment in accordance with and to the extent provided in this Section 10.05. The Borrower and its Restricted Subsidiaries shall not, without the prior written consent of any applicable Principal Indemnitee, on behalf of itself and each of its Related Parties (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Principal Indemnitee and its Related Parties unless such settlement (i) includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Principal Indemnitee from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a final and non-appealable judgment)failure to act by or on behalf of any Indemnitee.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender the Arranger, and each L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesexpenses (limited, includingin the case of legal fees and expenses of counsel, but not limited to, reasonable and documented to the fees, charges and disbursements and other charges of one firm of primary counsel for all such Indemnitees (andto the Indemnitees, taken as a whole, and if reasonably necessary, one firm of special counsel and one local counsel in each appropriate relevant jurisdiction) (and, in to the case Indemnitees, taken as a whole, unless the representation of one or more Indemnitees by such counsel would be inappropriate due to the existence of an actual or perceived conflict of interest, where in which case, upon prior written notice to the Indemnitee affected by such conflict informs Borrower, the Borrower of such conflictshall also be required to reimburse the reasonable out-of-pocket fees, charges and disbursements of one additional firm of counsel (and local counsel) to such affected Indemnitees in each relevant jurisdiction to each group of similarly affected Indemniteesjurisdiction), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan PartyBorrower) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release Release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such IndemniteeIndemnitee (or any of its Related Indemnified Parties), (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be any dispute solely among the result of any disputes among Indemnitees or any Related Party (other than any claims against the an Indemnitee in its capacity or in fulfilling its role as Administrative Agent, the Arrangers, the Swing Line Lender Agent or Arranger or any L/C Issuer in their capacities as such) similar role under this Agreement or any other Loan Document and other than any claims arising out of any act or omission on the part of the Borrower or any of its Affiliates (as determined by a court Affiliates. Without limiting the provisions of competent jurisdiction in a final and Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Lead Arrangers, each Lender and each L/C Issuerthe Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless fromfrom (and shall reimburse each Indemnitee as the same are incurred), any and all losses, claims, damages, liabilities and related expenses, including, but not expenses (limited to, reasonable in case of legal fees and documented fees, disbursements and other charges of expenses to one firm of counsel selected by the Administrative Agent for all such Indemnitees (taken as a whole and, if reasonably necessary, a single local counsel selected by the Administrative Agent for all Indemnitees taken as a whole in each relevant material jurisdiction and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each relevant material jurisdiction for each group of similarly situated Indemnitees, and, if reasonably necessary, one firm of local regulatory counsel in each appropriate jurisdiction) (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly affected Indemniteesany material specialty), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party, or any affiliate of any such party) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any affiliate of the Borrower’s or any such Loan Party’s directors, shareholders or creditorsparty, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (zjurisdiction. This Section 12.3(b) are determined by a court of competent jurisdiction by final and nonappealable judgment shall not apply with respect to be the result of any disputes among Indemnitees or any Related Party (Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersclaims, the Swing Line Lender or damages, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and each L/C IssuerIssuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities and related expenses, including, but not limited to, expenses (including the reasonable and documented fees, charges and disbursements and other charges of one firm of primary counsel for all such Indemnitees (Indemnitees, taken as a whole and, if reasonably necessary, one firm of primary local counsel in each appropriate jurisdiction) (any relevant material jurisdiction which may include a single firm of special counsel acting in multiple jurisdictions to all Indemnities, taken as a whole and, in the case of an actual or perceived conflict of interest, interest where the applicable Indemnitee affected by such conflict informs the Borrower of such conflictconflict and thereafter retains its own counsel, of another firm of primary counsel for all such affected Indemnitees, taken as a whole and, if reasonably necessary, of one additional firm of local or foreign counsel (and local counsel) in each relevant material jurisdiction to each group of similarly for such affected Indemnitees, taken as a whole), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby executed or therebydelivered pursuant hereto or thereto, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower any Credit Party or any Subsidiary thereof in violation of its Subsidiariesor giving rise to liability under Environmental Laws, or any Environmental Liability related in Claim against any way to the Borrower Credit Party or any of its SubsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Credit Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditorsSubsidiary thereof, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan DocumentDocument or (y) results from any claim, if investigation, litigation or proceeding that does not involve an act or omission of the Borrower or such Loan Party has obtained a final any of its Affiliates and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes is solely among Indemnitees or any Related Party (other than any claims against the an Indemnitee in its capacity as Administrative Agent, the Arrangers, the Swing Line Lender a Joint Lead Arranger or any L/C Issuer in their capacities as suchsimilar role hereunder). This Section 11.3(b) and shall not apply with respect to Taxes other than any claims Taxes that represent losses, claims, damages, etc. arising out of from any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Lender, the Fronting L/C Issuer, the Several L/C Agent and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesexpenses (including the fees, includingcharges and disbursements of one firm of primary counsel for the Administrative Agent and one firm of primary counsel for the other Indemnitees, but unless such other Indemnitees cannot limited tobe represented by one primary firm due to conflicts of interest, in which case the other Indemnitees shall be indemnified from and against and reimbursed for the reasonable and documented fees, disbursements and other charges of one firm such number of other counsel for all as are necessary in light of such Indemnitees (and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (and, in the case of an actual or perceived conflict conflicts of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly affected Indemnitees), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the Fronting L/C Issuer or the Several L/C Agent to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective other claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment any action, claim, litigation or proceeding solely among the Indemnified Parties so long as such action, claim, litigation or proceeding is not attributable to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on by the part Borrower. Without limiting the provisions of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, each Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesexpenses (limited, includingin the case of legal fees and expenses of counsel, but not limited to, reasonable and documented to the fees, charges and disbursements and other charges of one firm of primary counsel for all such Indemnitees (andto the Indemnitees, taken as a whole, and if reasonably necessary, one firm of special counsel and one local counsel in each appropriate relevant jurisdiction) (and, in to the case Indemnitees, taken as a whole, unless the representation of one or more Indemnitees by such counsel would be inappropriate due to the existence of an actual or perceived conflict of interest, where in which case, upon prior written notice to the Indemnitee affected by such conflict informs Borrower, the Borrower of such conflictshall also be required to reimburse the reasonable out-of-pocket fees, charges and disbursements of one additional firm of counsel (and local counsel) to such affected Indemnitees in each relevant jurisdiction to each group of similarly affected Indemniteesjurisdiction), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such IndemniteeIndemnitee (or any of its Related Indemnified Parties), (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be any dispute solely among the result of any disputes among Indemnitees or any Related Party (other than any claims against the an Indemnitee in its capacity or in fulfilling its role as Administrative Agent, the Arrangers, the Swing Line Lender Agent or Arranger or any L/C Issuer in their capacities as such) similar role under this Agreement or any other Loan Document and other than any claims arising out of any act or omission on the part of the Borrower or any of its Affiliates (as determined by a court Affiliates. Without limiting the provisions of competent jurisdiction in a final and Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, including, but not limited to, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of counsel for all to such Indemnitees taken as a whole and, solely in the case of a conflict of interest, one additional counsel to all affected Indemnitees taken as a whole (and, if reasonably necessary, of one firm of local counsel in each appropriate jurisdiction) (any relevant jurisdiction and of one special counsel to all such persons, taken as a whole and, solely in the case of an actual or perceived a conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of addition-al local and special counsel (and local counsel) in each relevant jurisdiction to each group of all similarly affected IndemniteesIndemnitees taken as a whole)), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Borrower 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith or willful misconduct of such IndemniteeIndemnitee or any of its Related Parties, in each case, that was involved in the negotiation or syndication of the Loan Documents or (y) result from a claim not involving an act or omission of the Borrower and that is brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party against another Indemnitee (other than any claims against the Lead Arrangers or the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer Agent in their capacities as such). Without limiting the provisions of Section 3.01(c), this Section 10.04(b) and shall not apply with respect to Taxes other than any claims Taxes that represent losses, claims, damages, liabilities and expenses arising out of from any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, documented expenses (but not limited to, reasonable and documented fees, disbursements and other charges of one firm of counsel for all such Indemnitees (and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (andlimited, in the case of an actual or perceived conflict of interestlegal fees and expenses, where to the Indemnitee affected by such conflict informs the Borrower of such conflict, reasonable and documented out-of-pocket fees and expenses of one counsel for all the Indemnitees, taken as a whole, and such additional firm counsel as reasonably required by any Indemnitee in light of counsel (and local counsel) in each relevant jurisdiction to each group conflicts of similarly affected Indemniteesinterest or the availability of different claims or defenses), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan PartyBorrower) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or therebythereby (other than costs of Lenders other than Bank of America incurred solely in connection with the negotiation of the initial terms of this Agreement and the execution and delivery of this Agreement), or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (claims asserted against an Indemnitee by another Indemnitee. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersclaims, the Swing Line Lender or damages, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, expenses (including the reasonable and documented fees, charges and out-of-pocket disbursements and other charges of one firm of outside counsel for all such Indemnitees (Indemnitees, taken as a whole and, if reasonably necessary, one firm of special and one local counsel in each appropriate jurisdiction) relevant jurisdiction (and, and in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (primary counsel, one additional special and local counsel) counsel in each relevant applicable jurisdiction to each group of similarly the affected Indemniteesparties, taken as a whole), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, the performance by the parties hereto of their respective obligations hereunder or thereunder thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined result from a claim not involving an act or omission of the Borrower and that is brought by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party an Indemnitee against another Indemnitee (other than any claims against the Arranger or the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer Agent in their capacities as such). Without limiting or expanding the provisions of Section 3.01, this Section 11.04(b) and shall not apply with respect to Taxes other than any claims Taxes that represent losses, claims, damages, etc. arising out of from any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. (a) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, expenses (including the reasonable and documented fees, charges and disbursements and other charges of any counsel for any Indemnitee (limited to one firm of counsel for all such Indemnitees (taken as a whole and, if reasonably necessary, one firm of a single local counsel for all Indemnitees taken as a whole in each appropriate jurisdiction) (relevant jurisdiction and, solely in the case of an actual or perceived a conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of affected Indemnitees similarly affected Indemniteessituated taken as a whole)), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or giving rise to any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought material breach of the obligations of such Indemnitee under this Agreement and (z) any proceeding that does not involve an act or omission by the Borrower or any other Loan Party against of its Affiliates and that is brought by an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under against any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party Indemnitee (other than any claims against an Arranger, the Administrative Agent, the Arrangers, the Swing Line Lender Agent or any L/C Issuer other agent hereunder, in their capacities each case, in its capacity as such). Without limiting the provisions of Section 3.01, this Section 11.05(a) and shall not apply with respect to taxes other than any claims taxes that represent losses, claims, damages, etc. arising out of from any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, reasonable and documented fees, disbursements and other charges of one firm of counsel for all such Indemnitees expenses (and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (and, in the case of an actual or perceived conflict of interestlegal fees, where limited to the Indemnitee affected by such conflict informs the Borrower of such conflictreasonable fees, charges and disbursements of one additional firm of external counsel, one local counsel (and local counsel) in each relevant jurisdiction to each group of similarly affected Indemniteesthe extent reasonably necessary and one regulatory counsel to the extent reasonably necessary)), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials at, on, under of Environmental Concern on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful misconduct of such IndemniteeIndemnitee or any of its Related Parties, or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes dispute among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities its capacity as such) and other than any claims arising out of that does not involve any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and Group Member. This Section 10.5(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, but limited to the fees, disbursements and other charges of one firm of counsel for all such Indemnitees (principal counsel, and, if reasonably necessary, of one firm of local counsel in each appropriate jurisdiction) , in each case, for all Indemnitees (and, in the case of an actual or perceived conflict of interest, interest where the Indemnitee affected by such conflict informs the Borrower of such conflictconflict and thereafter retains its own counsel, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly for all such affected Indemnitees)), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including the Indemnitee’s reliance on any Communication executed using an Electronic Signature or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned owned, leased or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (zjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) are determined by a court of competent jurisdiction by final and nonappealable judgment shall not apply with respect to be the result of any disputes among Indemnitees or any Related Party (Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersclaims, the Swing Line Lender or damages, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)hold harmless each Agent, each Lender and Arranger, each Lender, each L/C Issuer, Issuer and each of their respective Related Party of any Parties and other representatives and successors of the foregoing Persons (each such Person being called an collectively the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all liabilities, losses, claims, damages, liabilities claims and related expensescosts of any kind or nature (including Attorney Costs, includingwhich shall be limited to a single primary counsel to the Indemnitees, but not limited to, reasonable and documented fees, disbursements and other charges of one firm of counsel for all such Indemnitees taken as a whole (and, if reasonably necessary, one of a single firm of local counsel to the Indemnitees, taken as a whole, in each appropriate material jurisdiction) (and)), in unless the case of Indemnitees reasonably determine that separate counsel is necessary to avoid an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of in which case one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly may be appointed for all affected Indemnitees), taken as a whole, for any kind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee, or asserted against any such Indemnitee by in any Person (including the Borrower way relating to or any other Loan Party) other than such Indemnitees and Related Parties arising out of, of or in connection with, or as a result of : (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder thereby or the consummation of the transactions contemplated hereby or thereby, thereby or, in the case of the Administrative Agent (and any sub-sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, Documents (iiincluding in respect of any matters addressed in Section 3.01); (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment).185

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Lead Arrangers, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not Damages (limited to, in the case of legal counsel to the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one firm of primary counsel for all such the Indemnitees (taken as a whole and, if to the extent reasonably necessarydeemed necessary by the Indemnitees, one firm of local and one regulatory counsel in each appropriate jurisdiction) (relevant jurisdiction and, solely, in the case event of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and, if necessary, one regulatory counsel and one local counsel) counsel in each relevant jurisdiction jurisdiction) to each group of similarly situated affected IndemniteesPersons), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan PartyGuarantor) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence violation of Environmental Laws, the presence, Release or release threatened Release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its SubsidiariesSubsidiaries or at any off-site location for which the Borrower or any of its Subsidiaries may be liable, or any Environmental Liability Claim related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditorsGuarantor, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower Indemnitee or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan DocumentRelated Indemnitee Parties, if the Borrower or such Loan Party Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (zy) are determined by results from a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes dispute solely among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims not arising out of any act or omission on the part party of any Loan Party or any Affiliate of a Loan Party (other than against any Indemnitee solely in its capacity as Administrative Agent, an L/C Issuer, Swing Line Lender, Lead Arranger or any similar role in connection with the Borrower Loan Documents). This Section 11.12(b) shall not apply with respect to Taxes other than any Taxes that represent losses or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)damages arising from any claim not related to any Taxes.

Indemnification by the Borrower. The Other than with respect to Taxes, which shall be governed solely by Section 3.01, the Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, expenses (including the reasonable and documented fees, charges and disbursements and other charges of one (A) a single primary firm of counsel for all such Indemnitees (and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (and, in requested by the case of an actual or perceived conflict of interest, where the Indemnitee affected relevant Indemnitees and approved by such conflict informs the Borrower of such conflict(which approval shall not be unreasonably withheld), of one additional a single foreign firm of counsel (and or local counsel) firm in each relevant jurisdiction to each group (including Canada), of similarly counsel for the Indemnitees, unless a conflict exists, in which case, reasonable fees and expenses of reasonably necessary additional counsel for the affected IndemniteesIndemnitee(s) shall be covered), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the Transactions and the other transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement that expressly addresses indemnification) to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction (or a settlement that expressly addresses indemnification) or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result arise from claims of any disputes among Indemnitee solely against one or more other Indemnitees not arising from any acts or omissions of the Loan Parties (except any Related Party (other than any such claims against the Administrative Agent (in its capacity as the Administrative Agent, ) or the Arrangers, the Swing Line Lender or any L/C Issuer Lead Arrangers (in their capacities as suchLead Arrangers)). For purposes hereof, a “Related Person” of an indemnified person means (i) and other than if the indemnified person is the Administrative Agent or any claims arising out of its Related Parties, any act or omission on the part of the Borrower Administrative Agent and its Related Parties, (ii) if the indemnified person is a Lender or any of its Affiliates (as determined by a court Related Parties, any of competent jurisdiction in a final such Lender and non-appealable judgment)its Related Parties.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender and each L/C Issuerof their respective Affiliates, controlling Persons, successors and each Related Party of any of the foregoing Persons assigns and their respective officers, directors, employees, agents and advisors (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless fromfrom (and will reimburse each Indemnitee as the same are incurred for), any and all losses, claims, damages, liabilities and related expensesexpenses (in the case of fees, includingdisbursements and charges of counsel, but not limited to, to the reasonable and documented fees, disbursements and other charges of one firm counsel to all Indemnitees, taken together (and, if reasonably necessary, of one local counsel for all such Indemnitees in any relevant jurisdiction and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one firm of additional local counsel in each appropriate any relevant jurisdiction) (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly for all affected Indemnitees, taken together), ) that may be incurred by or awarded against any Indemnitee, or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees and Related Parties in each case arising out of, of or in connection with, or as a result of with (i) the Term Facility, (ii) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.05), (iiiii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)proceeds, (iiiiv) any actual or alleged presence or release of Hazardous Materials on, at, on, under to or emanating from any property owned currently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, Subsidiaries or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, gross negligence, bad faith negligence or willful misconduct of such IndemniteeIndemnitee or its Subject Related Parties, (y) result from a claim brought material breach by the Borrower such Indemnitee or any other Loan Party against an Indemnitee for breach in bad faith of its Subject Related Parties of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction Document or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes dispute solely among two or more Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims not arising out of from any act or omission on the part of the Borrower or its Affiliates Subsidiaries hereunder (other than claims against an Indemnitee in its capacity or as determined by a court result of competent jurisdiction in a final and fulfilling its role as an Agent, Arranger or similar role under any of the Loan Documents). This Section 9.06(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim. In the case of an investigation, litigation or proceeding to which the indemnity in this Section 9.06(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its equityholders or creditors, Informatica, its subsidiaries or any other third party or an Indemnitee, whether or not an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable, expenses (limited, in the case of legal fees and expenses, including, but not limited to, reasonable and documented fees, disbursements and other charges of to one firm of counsel for all such Indemnitees (taken as a whole and, if reasonably necessary, one firm of special counsel and one firm of local counsel in each appropriate jurisdictionjurisdiction (which may be a single firm for multiple jurisdictions) for all Indemnitees taken a as a whole (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional another firm of counsel, another firm of special counsel (and another firm of local counsel) counsel in each relevant appropriate jurisdiction to for all such affected Indemnitees taken as a whole) (in each group case, excluding allocated costs of similarly affected Indemniteesin- house counsel)), incurred by any Indemnitee, Indemnitee or asserted or awarded against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related reasonable, expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (a) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower Indemnitee or any other Loan Party against an Indemnitee for of its Related Indemnified Parties or (b) a material breach in bad faith of such Indemnitee’s obligations (or any of its Related Indemnified Parties’ obligations) hereunder or under any other Loan DocumentDocument or (y) arise solely out of, if or result from, a claim, litigation, investigation or proceeding brought by one Indemnitee against another Indemnitee except to the extent such claim (1) involves any action or inaction by the Borrower or any Affiliate or (2) relates to any action or inaction of such Loan Party has obtained a final and nonappealable judgment Indemnitee in its favor on such claim capacity as determined by a court of competent jurisdiction or Administrative Agent (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party sub-agent thereof), Arranger or similar title (including, without limitation, arranger, bookrunner, syndication agent, or documentation agent). Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersclaims, the Swing Line Lender or damages, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender ) and each L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee; provided that such legal expenses shall be limited to the reasonable fees, disbursements and other charges of one firm of counsel for all such Indemnitees (andprimary counsel, if to the extent reasonably necessary, one firm of local counsel in each appropriate relevant jurisdiction) (and, in to the case of an actual or perceived conflict of interestextent reasonably necessary, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one specialty counsel for each relevant specialty and one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of affected Persons similarly affected Indemniteessituated if one or more conflicts of interest, or perceived conflicts of interest, arise), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan PartyBorrower) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to (i) have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (yii) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (zy) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result from claims of any disputes among Indemnitee solely against one or more other Indemnitees (and not by one or more Indemnitees against the Administrative Agent or any Related Party (Arranger in such capacity) that have not resulted from the action, inaction, participation or contribution of the Borrowers or its Subsidiaries or any of their respective officers, directors, stockholders, partners, members, employees, agents, representatives or advisors. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersclaims, the Swing Line Lender or damages, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, expenses (but not limited to, reasonable and documented fees, disbursements and other charges of one firm of counsel for all such Indemnitees (and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (andlimited, in the case of an actual or perceived conflict of interestlegal fees and expenses, where to the Indemnitee affected by such conflict informs the Borrower of such conflict, reasonable and documented out-of-pocket fees and expenses of one counsel for all the Indemnitees, taken as a whole, and such additional firm counsel as reasonably required by any Indemnitee in light of counsel (and local counsel) in each relevant jurisdiction to each group conflicts of similarly affected Indemniteesinterest or the availability of different claims or defenses), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan PartyBorrower) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or therebythereby (other than costs of Lenders other than Bank of America incurred solely in connection with the negotiation of the initial terms of this Agreement and the execution and delivery of this Agreement), or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (claims asserted against an Indemnitee by another Indemnitee. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersclaims, the Swing Line Lender or damages, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Each of the Parent and the Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Swing Line Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited toexpenses (including the actual, reasonable and documented fees, charges and disbursements and other charges of one firm counsel to the Indemnitees, taken as a whole and, solely in the case of a conflict of interest, one additional counsel for all such Indemnitees to each group of similarly affected Indemnitees, taken as a whole (and, if reasonably necessary, of one firm of local counsel in each appropriate jurisdiction) (and, any relevant material jurisdiction or one special counsel in the case any relevant area of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction expertise to each group of similarly affected Indemnitees), taken as a whole) and settlement costs) incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or any Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower Parent or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower Parent or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by result from a court of competent jurisdiction by final and nonappealable judgment to be dispute solely amongst the result of any disputes among Indemnitees or any Related Party (other than any claims against the an Indemnitee in its capacity as Administrative Agent, the Arrangers, the Swing Line Lender Agent or any L/C Issuer in their capacities as suchan Arranger) and other than any claims not arising out of any act or omission on the part of the Borrower Parent, the Borrower, or its Affiliates (as determined by a court of competent jurisdiction in a final and any Subsidiary; provided further that this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender and each L/C Issuerof their respective Affiliates, controlling Persons, successors and each Related Party of any of the foregoing Persons assigns and their respective officers, directors, employees, agents and advisors (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless fromfrom (and will reimburse each Indemnitee as the same are incurred for), any and all losses, claims, damages, liabilities and related expensesexpenses (in the case of fees, includingdisbursements and charges of counsel, but not limited to, to the reasonable and documented fees, disbursements and other charges of one firm counsel to all Indemnitees, taken together (and, if reasonably necessary, of one local counsel for all such Indemnitees in any relevant jurisdiction and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one firm of additional local counsel in each appropriate any relevant jurisdiction) (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly for all affected Indemnitees, taken together), ) that may be incurred by or awarded against any Indemnitee, or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees and Related Parties in each case arising out of, of or in connection with, or as a result of with (i) the Credit Facility, (ii) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.05), (iiiii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)proceeds, (iiiiv) any actual or alleged presence or release of Hazardous Materials on, at, on, under to or emanating from any property owned currently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, Subsidiaries or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, gross negligence, bad faith negligence or willful misconduct of such IndemniteeIndemnitee or its Subject Related Parties, (y) result from a claim brought material breach by the Borrower such Indemnitee or any other Loan Party against an Indemnitee for breach in bad faith of its Subject Related Parties of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction Document or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes dispute solely among two or more Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims not arising out of from any act or omission on the part of the Borrower or its Affiliates Subsidiaries hereunder (other than claims against an Indemnitee in its capacity or as determined by a court result of competent jurisdiction in a final and fulfilling its role as an Agent, Arranger or similar role under any of the Loan Documents). This Section 9.06(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim. In the case of an investigation, litigation or proceeding to which the indemnity in this Section 9.06(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its equityholders or creditors or any other third party or an Indemnitee, whether or not an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)hold harmless each Agent, each Lender and Arranger, each Agent-Related Person, each Lender, each L/C IssuerIssuer and their respective Affiliates, and each Related Party partners, directors, officers, employees, controlling persons, members, counsel, agents and, in the case of any of funds, trustees, advisors and other representatives and attorneys-in-fact (collectively the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold against (and will reimburse each Indemnitee harmless from, as the same are incurred for) any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs (including settlement costs), expenses and related expenses, including, but not limited to, disbursements (including the reasonable and documented fees, disbursements and other charges of (i) one firm counsel to the Indemnitees taken as a whole, (ii) in the case of any conflict of interest, additional counsel for all to each group of similarly-situated Indemnitees, limited to one such Indemnitees additional counsel, and (and, if reasonably necessary, iii) one firm of local counsel in each appropriate jurisdiction) relevant jurisdiction and one special counsel in each relevant specialty (and, in the case of an actual or perceived any conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of local counsel (and local one additional special counsel) in each relevant jurisdiction , as applicable, to each group of similarly affected similarly-situated Indemnitees)) of any kind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee, or asserted or awarded against any such Indemnitee by in any Person (including the Borrower way relating to or any other Loan Party) other than such Indemnitees and Related Parties arising out of, of or in connection with, with or as a result by reason of (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder thereby or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiic) any actual or alleged presence or release Environmental Release of Hazardous Materials at, on, under on or emanating from any property owned currently owned, leased or operated by the Borrower Borrower, or any of other Loan Party or its Subsidiaries, or any Environmental Liability related in any way to the Borrower Borrower, any Subsidiary or any of other Loan Party (other than any Environmental Release or Environmental Liability resulting solely from acts or omissions by Persons other than the Holdings and its Subsidiaries, with respect to the applicable property after the Collateral Agent sells the respective property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure), (d) the Commitment Letter or the Fee Letter, or (ive) any actual or prospective claim, litigation, investigation or proceeding in any way relating to to, arising out of, in connection with or by reason of any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by the Borrower defense of any pending or any other Loan Party threatened claim, investigation, litigation or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, proceeding) and regardless of whether any Indemnitee is a party theretothereto and whether or not such proceeding is brought by the Borrower or any other Person (all the foregoing, IN ALL CASEScollectively, WHETHER OR NOT CAUSED BY OR ARISINGthe “Indemnified Liabilities”), IN WHOLE OR IN PARTin all cases, OUT OF THE COMPARATIVEwhether or not caused by or arising, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEEin whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements (x) arise from a dispute that does not involve any action or omission of the Borrower or any of its Affiliates (as determined in a final, non-appealable judgment of a court of competent jurisdiction) and is solely among the Indemnitees (other than in connection with any such party acting in its capacity as an Arranger or an Agent) or (y) are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s or any of its controlled Affiliates’ bad faith, gross negligence, willful misconduct or material breach of its funding obligations under the Loan Documents. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through the Platform or other information transmission systems (including electronic telecommunications) in connection with this Agreement, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s or any of its controlled Affiliates’ bad faith, gross negligence, willful misconduct or material breach of its funding obligations under the Loan Documents. No Indemnitee or Loan Party shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not affect the Loan Parties’ indemnification obligations pursuant to this Section 10.05. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. No Loan Party shall be liable for any settlement of any claim, investigation, litigation or proceeding effected without the Borrower’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with the Borrower’s consent, or if there is a judgment against an Indemnitee in any such claim, investigation, litigation or proceeding, each Borrower agrees to indemnify and hold harmless each Indemnitee in the manner set forth above. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement of any L/C Issuer or any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes other than Taxes that represent losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result etc. arising from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), hold harmless each Lender Purchaser and each L/C Issuerunderwriter, if any, which facilitates the disposition of Registerable Securities, and each Related Party of any their respective officers and directors and each Person who controls such underwriter within the meaning of Section 15 of the foregoing Persons Securities Act or Section 20 of the 1934 Act (each such Person being called sometimes hereinafter referred to as an “IndemniteeIndemnified Person”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damagesdamages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and related expenses(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, includingnot misleading, but not limited to, reasonable and documented fees, disbursements and other charges or arise out of one firm or are based upon an untrue statement or alleged untrue statement of counsel for all such Indemnitees (and, if reasonably necessary, one firm of local counsel a material fact contained in each appropriate jurisdiction) (andany Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case light of an actual or perceived conflict of interestthe circumstances under which they were made, where the Indemnitee affected by such conflict informs not misleading; and the Borrower of hereby agrees to reimburse such conflict, of one additional firm of counsel (Indemnified Person for all reasonable legal and local counsel) in each relevant jurisdiction to each group of similarly affected Indemnitees), other expenses incurred by them in connection with investigating or defending any Indemniteesuch action or claim as and when such expenses are incurred; provided, or asserted against any Indemnitee by any Person (including however, that the Borrower shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or any other Loan Party) other than such Indemnitees and Related Parties arising liability arises out of, in connection with, of or as a result of is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the execution Borrower by such Indemnified Person expressly for use therein or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, (ii) in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties onlyoccurrence of an event of the type specified in Section 6.2.2(e), the administration use by the Indemnified Person of this Agreement and an outdated or defective Prospectus after the other Loan Documents, (ii) any Loan or Letter of Credit or Borrower has provided to such Indemnified Person an updated Prospectus correcting the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual untrue statement or alleged presence untrue statement or release of Hazardous Materials atomission or alleged omission giving rise to such loss, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation damage or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)liability.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuerthe Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, counterclaims, damages, liabilities and related expenses, expenses (including, but not limited towithout limitation, the reasonable and documented fees, charges and disbursements and other charges of one counsel (collectively) for all Indemnitees taken as a whole, and, if necessary in the discretion of an Indemnitee, one firm of regulatory counsel for all such Indemnitees (and, if reasonably necessary, and one firm of local counsel in each appropriate jurisdiction) , in each case for all Indemnitees taken as a whole (and, in the case of an actual or perceived conflict of interest, interest in the discretion of an Indemnitee where the such Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional other firm of counsel (and local counselfor such affected Indemnitees taken as a whole)) in each relevant jurisdiction to each group of similarly affected Indemnitees), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan PartyParty and the expense of investigation) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other ​ Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower any Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEEand to reimburse each Indemnitee upon demand for any reasonable and documented legal or other expenses incurred in connection with the foregoing; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, counterclaims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (z) are determined by result from a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes dispute solely among Indemnitees or any Related Party (other than any claims claim, actions, suits, inquiries, litigation, investigation or proceeding against any Indemnitee in its capacity or in fulfilling its role as the Administrative Agent, the Arrangers, the Swing Line Lender Agent or any L/C Issuer in their capacities as suchArranger) and other than any claims not arising out of any act or omission on of Borrower or any of its affiliates. Notwithstanding the part foregoing, the Borrower shall not be liable for any settlement of a claim effected without the Borrower’s consent (such consent not to be unreasonably withheld or delayed), but if settled with the Borrower’s written consent or if the Borrower was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense, the Borrower or its Affiliates agrees to (as determined and shall) indemnify and hold harmless each Indemnitee from and against any and all losses, claims, counterclaims, damages, liabilities and related expenses by a court reason of competent jurisdiction such settlement in a final accordance with this Section 11.3(b). This Section 11.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages and other similar amounts arising from any non-appealable judgmentTax claim. No Loan Party shall, without the prior written consent of the applicable Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened proceeding against an Indemnitee in respect of which indemnity could have been sought hereunder by such Indemnitee unless (a) such settlement includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such claim, litigation, investigation or proceeding and (b) such settlement does not include any statement as to or any admission of fault, culpability or wrongdoing or failure to act by or on behalf of such Indemnitee.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender Lender, each Lead Arranger and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, expenses (including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for all such Indemnitees (andany counselone primary external counsel, if reasonably necessaryany necessary local counsel, one firm of local counsel in each appropriate jurisdiction) (and, in the case of an actual or perceived a conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm conflict of interest counsel (and local counsel) in each relevant applicable jurisdiction to each group of similarly affected Indemniteesfor any Indemnitee), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (zjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) are determined by a court of competent jurisdiction by final and nonappealable judgment shall not apply with respect to be the result of any disputes among Indemnitees or any Related Party (Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersclaims, the Swing Line Lender or damages, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender and each L/C Issuerof their respective Affiliates, controlling Persons, successors and each Related Party of any of the foregoing Persons assigns and their respective officers, directors, employees, agents and advisors (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless fromfrom (and will reimburse each Indemnitee as the same are incurred for), any and all losses, claims, damages, liabilities and related expensesexpenses (in the case of fees, includingdisbursements and charges of counsel, but not limited to, to the reasonable and documented fees, disbursements and other charges of one firm of counsel for to all such Indemnitees Indemnitees, taken together (and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (any relevant jurisdiction and, solely in the case of an actual or perceived potential conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and and, if reasonably necessary, one additional local counselcounsel in any relevant jurisdiction) in each relevant jurisdiction to each group of similarly for all affected Indemnitees, taken together), ) that may be incurred by or awarded against any Indemnitee, or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees and Related Parties in each case arising out of, of or in connection with, or as a result of with (i) the Term Facility, (ii) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.05), (iiiii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)proceeds, (iiiiv) any actual or alleged presence or release of Hazardous Materials on, at, on, under to or emanating from any property owned currently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, Subsidiaries or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, gross negligence, bad faith negligence or willful misconduct of such IndemniteeIndemnitee or its Subject Related Parties, (y) result from a claim brought material breach by the Borrower such Indemnitee or any other Loan Party against an Indemnitee for breach in bad faith of its Subject Related Parties of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction Document or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes dispute solely among two or more Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims not arising out of from any act or omission on the part of the Borrower or its Affiliates Subsidiaries hereunder (other than claims against an Indemnitee in its capacity or as determined by a court result of competent jurisdiction in a final and fulfilling its role as an Agent, Arranger or similar role under any of the Loan Documents). This Section 9.06(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim. In the case of an investigation, litigation or proceeding to which the indemnity in this Section 9.06(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its equityholders or creditors, MuleSoft, its subsidiaries or any other third party or an Indemnitee, whether or not an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, expenses (including, but not limited towithout limitation, the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent as an Indemnitee and one counsel for all such other Indemnitees (taken as a whole and, if reasonably necessary, one firm of a single local counsel for the Administrative Agent as an Indemnitee and a single local counsel for all other Indemnitees taken as a whole in each appropriate jurisdiction) (relevant jurisdiction and, solely in the case of an actual or perceived a conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole), and shall indemnify and hold harmless each group Indemnitee from all fees and time charges, including allocated costs, and disbursements for attorneys who may be employees of similarly affected Indemnitees)any Indemnitee, incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, bad faith or willful misconduct or fraud of such Indemnitee, (y) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from a breach in bad faith of such Indemnitee’s material obligations under the Loan Documents or (z) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and 112 nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (zjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) are determined by a court of competent jurisdiction by final and nonappealable judgment shall not apply with respect to be the result of any disputes among Indemnitees or any Related Party (Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersclaims, the Swing Line Lender or damages, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, reasonable and documented expenses (including the fees, charges and disbursements and other charges of one firm of counsel for all such Indemnitees (andIndemnitees, if reasonably necessary, one a single firm of local counsel in each appropriate jurisdiction) (jurisdiction and, in the case of an actual or perceived conflict of interest, interest where the Indemnitee Indemnitees affected by such conflict informs notify Borrower Agent of the Borrower existence of such conflict, of one additional law firm of counsel (and local counsel) in each relevant applicable jurisdiction to for each group of similarly affected Indemnitees), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the any Borrower or any other Loan Party) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), ) or (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the each Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the each 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 any other theory, whether brought by a third party or by the any Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower Indemnitee or any of its Related Parties or any material breach of the obligations of such Indemnitee or any of its Related Parties under this Agreement or the other Loan Party against an Indemnitee for breach in bad faith Documents. Without limiting the provisions of such Indemnitee’s obligations hereunder or under any other Loan DocumentSection 3.01(c), if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (zthis Section 11.4(b) are determined by a court of competent jurisdiction by final and nonappealable judgment shall not apply with respect to be the result of any disputes among Indemnitees or any Related Party (Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersclaims, the Swing Line Lender or damages, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender the Arranger, and each L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesexpenses (limited, includingin the case of legal fees and expenses of counsel, but not limited to, reasonable and documented to the fees, charges and disbursements and other charges of one firm of primary counsel for all such Indemnitees (andto the Indemnitees, taken as a whole, and if reasonably necessary, one firm of special counsel and one local counsel in each appropriate relevant jurisdiction) (and, in to the case Indemnitees, taken as a whole, unless the representation of one or more Indemnitees by such counsel would be inappropriate due to the existence of an actual or perceived conflict of interest, where in which case, upon prior written notice to the Indemnitee affected by such conflict informs Borrower, the Borrower of such conflictshall also be required to reimburse the reasonable out-of-pocket fees, charges and disbursements of one additional firm of counsel (and local counsel) to such affected Indemnitees in each relevant jurisdiction to each group of similarly affected Indemniteesjurisdiction), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan PartyBorrower) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release Release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such IndemniteeIndemnitee (or any of its Related Indemnified Parties), (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be any dispute solely among the result of any disputes among Indemnitees or any Related Party (other than any claims against the an Indemnitee in its capacity or in fulfilling its role as Administrative Agent, the Arrangers, the Swing Line Lender Agent or Arranger or any L/C Issuer in their capacities as such) similar role under this Agreement or any other Loan Document and other than any claims arising out of any act or omission on the part of the Borrower or any of its Affiliates (as determined by a court Affiliates. Without limiting the provisions of competent jurisdiction in a final and Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative each Agent (and any sub-agent thereof), each Arranger, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, expenses (including settlement costs and the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee; provided that for any individual claim or series or related claims, this indemnity shall only apply to the legal fees, charges and other charges disbursements of one firm of primary outside U.S. counsel and one primary outside Canadian counsel, and any reasonably necessary local outside counsel (if any), for all such Indemnitees, unless the representation of all Indemnitees (and, if reasonably necessary, by one firm of local counsel in each appropriate jurisdiction) (and, in would be inappropriate due to the case existence of an actual or perceived potential conflict of interest, where in which case this indemnity shall also apply to the Indemnitee affected by legal fees, charges and disbursements of additional outside counsel to such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly affected conflicted Indemnitees), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan PartyBorrower) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent Agents (and any sub-agent thereof) and its their respective Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan Loan, Bankers’ Acceptance, BA Equivalent Note, or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an such Indemnitee for material breach in bad faith of such Indemnitee’s obligations (if any) hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction. Without limiting or (zduplicating the provisions of Section 3.01(c), this Section 11.04(b) are determined by a court of competent jurisdiction by final and nonappealable judgment shall not apply with respect to be the result of any disputes among Indemnitees or any Related Party (Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersliabilities, the Swing Line Lender or claims, damages, expenses, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)hold harmless each Arranger, each Lender and Agent-Related Person, each Lender, each L/C IssuerIssuer and their respective Affiliates, and each Related Party partners, directors, officers, employees, counsel, agents and, in the case of any of funds, trustees and advisors and attorneys-in-fact (collectively the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold against (and will reimburse each Indemnitee harmless from, as the same are incurred for) any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs (including settlement costs), expenses and related expenses, including, but not limited to, reasonable and documented disbursements (including the fees, disbursements and other charges of (i) one firm counsel to the Indemnitees taken as a whole, (ii) in the case of any conflict of interest, additional counsel for all to the affected Lender or group of Lenders, limited to one such Indemnitees additional counsel so long as representation of each such party by a single counsel is consistent with and permitted by professional responsibility rules, and (and, iii) if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (relevant jurisdiction and local special counsel) in each relevant jurisdiction to each group of similarly affected Indemnitees)any kind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee, or asserted or awarded against any such Indemnitee by in any Person (including the Borrower way relating to or any other Loan Party) other than such Indemnitees and Related Parties arising out of, of or in connection with, with or as a result by reason of (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder thereby or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiic) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property currently or formerly owned or operated by the Borrower Borrower, any Subsidiary or any of its Subsidiariesother Loan Party, or any Environmental Liability related in any way to the Borrower Borrower, any Subsidiary or any of its Subsidiariesother Loan Party, or (ivd) any actual or prospective claim, litigation, investigation or proceeding in any way relating to to, arising out of, in connection with or by reason of any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by the Borrower defense of any pending or any other Loan Party threatened claim, investigation, litigation or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, IN ALL CASEScollectively, WHETHER OR NOT CAUSED BY OR ARISINGthe “Indemnified Liabilities”), IN WHOLE OR IN PARTin all cases, OUT OF THE COMPARATIVEwhether or not caused by or arising, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEEin whole or in part, out of the negligence of the Indemnitee; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or material breach of its express obligations under the Loan Documents by such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other information transmission systems (including electronic telecommunications) in connection with this Agreement, (y) result from a claim brought by the Borrower nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Party against Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee for breach in bad faith or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of such Indemnitee’s obligations the transactions contemplated hereunder or under any of the other Loan DocumentDocuments is consummated. Should any investigation, litigation or proceeding be settled with the consent of the Borrower, or if there is a judgment against an Indemnitee in any such investigation, litigation or proceeding, the Borrower or such Loan Party has obtained a final shall indemnify and nonappealable judgment hold harmless each Indemnitee in its favor on such claim as determined by a court the manner set forth above. All amounts due under this Section 10.05 shall be payable within twenty (20) Business Days after demand therefor. The agreements in this Section 10.05 shall survive the resignation of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangersreplacement of any Lender, the Swing Line Lender termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, any L/C Issuer in their capacities as such) and indemnification relating to Impositions, other than any claims Impositions arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by from a court of competent jurisdiction in a final and non-appealable judgment)Imposition claim, shall be covered by Section 3.01 and shall not be covered by this Section 10.05.

Indemnification by the Borrower. The Ultimate Parent will, or will cause the Borrower shall to, and Intermediate Parent, the Borrower and the other Loan Parties will, indemnify the Administrative Agent (and any sub-agent thereof), each Lender and Arranger, each L/C IssuerAmendment Arranger, the Syndication Agent, each Lender, and each Related Party of any of the foregoing Persons and the successors and assigns of each of the foregoing (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, expenses (including the reasonable and documented fees, charges and disbursements and other charges of counsel, which shall be limited to one firm of counsel for all such Indemnitees (and, if reasonably necessaryprimary counsel, one firm of local counsel in each appropriate jurisdiction) (of Ireland and Luxembourg and, if deemed necessary by the Indemnitees, one local counsel in each other appropriate jurisdiction and, solely in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and one additional local counsel) counsel in each relevant jurisdiction such jurisdiction) to each group of affected Indemnitees that are similarly affected Indemnitees)situated, incurred by any Indemnitee, or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Partytaken as a whole) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower Ultimate Parent or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower Ultimate Parent or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such a Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall will not, as to any Indemnitee, be available apply to the extent that such (A) losses, claims, damages, liabilities or related expenses to the extent they (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith or willful misconduct of such Indemnitee, Indemnitee or any of its Related Indemnified Parties or (y) result from a claim brought by the Borrower or any other a Loan Party against an such Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, but only if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, or (zB) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result claim of any disputes among Indemnitee solely against one or more Indemnitees or any Related Party (other than any claims a dispute involving a claim against the Administrative Agent, the ArrangersSyndication Agent, the Swing Line Lender any Arranger or any L/C Issuer Amendment Arranger solely in their capacities its capacity as such) and other than any claims not arising out of or in connection with any act or omission on the part of Ultimate Parent or its Subsidiaries or any of their respective Related Parties. Notwithstanding any of the Borrower foregoing provisions to the contrary, this Section 11.04(b) shall not apply with respect to Taxes, other than any Taxes that represent losses or its Affiliates (as determined by damages arising from a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, reasonable and documented expenses (including the fees, charges and disbursements and other charges of one firm of counsel for all such Indemnitees (andIndemnitees, if reasonably necessary, one a single firm of local counsel in each appropriate jurisdiction) (jurisdiction and, in the case of an actual or perceived conflict of interest, interest where the Indemnitee Indemnitees affected by such conflict informs notify Borrower Agent of the Borrower existence of such conflict, of one additional law firm of counsel (and local counsel) in each relevant applicable jurisdiction to for each group of similarly affected Indemnitees), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the any Borrower or any other Loan Party) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), ) or (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the each Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the each 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 any other theory, whether brought by a third party or by the any Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower Indemnitee or any of its Related Parties or any material breach of the obligations of such Indemnitee or any of its Related Parties under this Agreement or the other Loan Party against an Indemnitee for breach in bad faith Documents. Without limiting the provisions of such Indemnitee’s obligations hereunder or under any other Loan DocumentSection 3.01(c), if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (zthis Section 11.04(b) are determined by a court of competent jurisdiction by final and nonappealable judgment shall not apply with respect to be the result of any disputes among Indemnitees or any Related Party (Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersclaims, the Swing Line Lender or damages, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and Arranger, each L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, expenses (but not limited to, reasonable and documented fees, disbursements and other charges of one firm of counsel for all such Indemnitees (and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (andlimited, in the case of an actual or perceived conflict of interestlegal fees and expenses, where to the Indemnitee affected by such conflict informs the Borrower of such conflict, reasonable and documented out-of-pocket fees and expenses of one counsel for all the Indemnitees, taken as a whole, and such additional firm counsel as reasonably required by any Indemnitee in light of counsel (and local counsel) in each relevant jurisdiction to each group conflicts of similarly affected Indemniteesinterest or the availability of different claims or defenses), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan PartyBorrower) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or therebythereby (other than costs of Lenders other than Bank of America incurred solely in connection with the negotiation of the initial terms of this Agreement and the execution and delivery of this Agreement), or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (claims asserted against an Indemnitee by another Indemnitee. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersclaims, the Swing Line Lender or damages, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, expenses (including the reasonable and documented fees, charges and disbursements and other charges of one firm of primary counsel for all such Indemnitees (the Administrative Agent, the Lenders and the L/C Issuer collectively and, if reasonably necessary, one firm of local counsel for the Administrative Agent, the Lenders and the L/C Issuer collectively in each appropriate jurisdiction) (and, in relevant jurisdiction unless the case representation of one or more Lenders by one counsel would be inappropriate due to the existence of an actual or perceived potential conflict of interest, where in which case the Indemnitee affected by such conflict informs Loan Parties shall also be required to reimburse the Borrower of such conflictfees, charges and disbursements of one additional firm of counsel (and local counsel) in for each relevant jurisdiction to each group of similarly such affected IndemniteesLender), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the fraud, gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction; and provided further that, Borrower shall not, in any event, pay or reimburse (zor be obligated to pay or reimburse) are determined by a court Indemnitees for more than one counsel (in the aggregate) at any time prior to an Event of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Default hereunder.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender ) and each L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold reimburse each Indemnitee harmless fromfor, any and all actual losses, claims, damages, liabilities and related expenses, including, but not limited to, reasonable and documented expenses (including the reasonable, documented and actual fees, charges and disbursements and other charges of one firm of any counsel for all such Indemnitees any Indemnitee) (but limited to a single U.S. counsel, if reasonably necessary, a single regulatory counsel in each relevant regulatory field, and, if reasonably necessary, one firm of a single local counsel in each appropriate jurisdiction) other relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions), in each case, for the Indemnitees, taken as a whole and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflictconflict and thereafter retains its own counsel, of one additional another firm of U.S. counsel, if reasonably necessary, one regulatory counsel (and local counsel) in each relevant regulatory field and one local counsel in each other relevant jurisdiction to (which may include a single local counsel acting in multiple jurisdictions) for each group of similarly affected Indemnitees) (“Losses”), , incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party and to reimburse each Indemnitee upon demand for any reasonable legal or by the Borrower other reasonable expenses incurred in connection with investigating or any other Loan Party or defending any of the Borrower’s foregoing, whether or not such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEEto any such proceeding; provided that such the Borrower shall not be liable to an Indemnitee pursuant to this indemnity shall not, as to for any Indemnitee, be available Losses to the extent that such losses, claims, damages, liabilities or related expenses (x) are a court having competent jurisdiction shall have determined by a court of competent jurisdiction by final and nonappealable judgment (not subject to have further appeal) that such Loss resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnitee, (yii) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s the obligations hereunder or under any other Loan Documentby such ▇▇▇▇▇▇▇▇▇▇, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgmentdecision, (iii) suits solely amongst Indemnitees (other than (x) any claims against the Administrative Agent, any Arranger, joint lead arranger, joint bookrunner, co-syndication agent, or any similar role hereunder unless such claim would otherwise be excluded pursuant to clause (i) above and (y) claims arising out of any act or omission of the Borrower or any of their respective Subsidiaries) or (iv) any settlement entered into by such Indemnitee without the Borrower’s written consent (not to be unreasonably withheld, conditioned or delayed). The Borrower shall not, without the prior written consent of any Indemnitee, effect any settlement of any pending or threatened proceeding in respect of which such Indemnitee is a party and indemnity has been sought hereunder by such Indemnitee, unless such settlement includes an unconditional release of such Indemnitee from all liability on claims that are the subject matter of such indemnity and does not require any admission of wrong doing on the part of such Indemnitee. No Indemnitee shall be responsible or liable for any damages arising from the use by others of the Borrower Materials or other materials obtained through electronic, telecommunications or other information transmission systems, in each case, except to the extent any such damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, or material breach of this Agreement by, such Indemnitee. Without limiting the provisions of Section 3.01, this Section 12.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. No Person shall be responsible or liable for any special, indirect, punitive, exemplary or consequential damages that may be alleged as a result of this Agreement, the use of proceeds or any related transaction provided that, nothing contained in this sentence shall limit the indemnification and reimbursement obligations to the extent expressly set forth herein.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, reasonable and documented expenses (including the fees, charges and disbursements and other charges of one firm of counsel for all such Indemnitees (and, if reasonably necessaryprimary counsel, one firm of specialty counsel in each specialty, one local counsel in each appropriate jurisdiction) (andlocal jurisdiction and one or more conflicts counsels if one or more conflicts of interest arise), in the case and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly affected Indemnitees)any Indemnitee, incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Materials at, on, under or emanating from any property owned owned, leased or operated by the REIT, the Borrower or any of its their respective Subsidiaries, or any Environmental Liability related in any way to the REIT, the Borrower or any of its their respective Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment).-132-

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, each Lender and each L/C Issuerof their respective Affiliates, controlling Persons, successors and each Related Party of any of the foregoing Persons assigns and their respective officers, directors, employees, agents and advisors (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless fromfrom (and will reimburse each Indemnitee as the same are incurred for), any and all losses, claims, damages, liabilities and related expensesexpenses (in the case of fees, includingdisbursements and charges of counsel, but not limited to, to the reasonable and documented fees, disbursements and other charges of one firm of counsel for to all such Indemnitees Indemnitees, taken together (and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (any relevant jurisdiction and, solely in the case of an actual or perceived potential conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and and, if reasonably necessary, one additional local counselcounsel in any relevant jurisdiction) in each relevant jurisdiction to each group of similarly for all affected Indemnitees, taken together), ) that may be incurred by or awarded against any Indemnitee, or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees and Related Parties in each case arising out of, of or in connection with, or as a result of with (i) the Term Facility, (ii) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.05), (iiiii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)proceeds, (iiiiv) any actual or alleged presence or release of Hazardous Materials on, at, on, under to or emanating from any property owned currently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, Subsidiaries or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, gross negligence, bad faith negligence or willful misconduct of such IndemniteeIndemnitee or its Subject Related Parties, (y) result from a claim brought material breach by the Borrower such Indemnitee or any other Loan Party against an Indemnitee for breach in bad faith of its Subject Related Parties of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction Document or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes dispute solely among two or more Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims not arising out of from any act or omission on the part of the Borrower or its Affiliates Subsidiaries hereunder (other than claims against an Indemnitee in its capacity or as determined by a court result of competent jurisdiction in a final and fulfilling its role as an Agent, Arranger or similar role under any of the Loan Documents). This Section 9.06(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim. In the case of an investigation, litigation or proceeding to which the indemnity in this Section 9.06(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its equityholders or creditors, MuleSoft, its subsidiaries or any other third party or an Indemnitee, whether or not an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender other Agent and each L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, fees and related expensesexpenses (but limited in the case of legal fees, including, but not limited to, to the reasonable and documented out-of- pocket fees, charges and disbursements and other charges of one firm of counsel for all such Indemnitees (the Administrative Agent and one counsel for the Lenders, taken as a whole, and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (and, solely in the case of an actual or reasonably perceived conflict of interest, where the Indemnitee one additional counsel to all affected by such conflict informs the Borrower of such conflictIndemnitees, taken as a whole and, if reasonably necessary, of one additional firm of local counsel (and local counsel) in each any relevant jurisdiction to the Administrative Agent and one local counsel to the Lenders, taken as a whole, in each group of similarly affected Indemniteessuch relevant material jurisdiction), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including fees and expenses incurred in enforcing this indemnity and including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, or by any other Person and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, (y) other than with respect to the Administrative Agent, result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be result from any dispute solely among the result of any disputes among Indemnitees or any Related Party (other than any claims against an Indemnitee in its capacity as the Administrative Agent, the Arrangers, the Swing Line Lender Agent or any L/C Issuer in their capacities as sucha similar role) and other than any claims not arising out of any act or omission on the part of the Borrower or any of its Affiliates (as determined by a court of competent jurisdiction in a final and Subsidiaries. This Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify the Administrative Agent (and any subhold harmless each Agent-agent thereof)Related Person, each Lender and each L/C IssuerLender, and each their respective Related Party of any of Parties and other representatives (collectively, the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all losses, claimsliabilities, damages, liabilities claims, and related expenses, including, but not limited to, reasonable and documented fees, disbursements or invoiced out-of-pocket fees and other charges expenses (including reasonable Attorney Costs of one firm of counsel for each of (i) the Agents and (ii) all such other Indemnitees (and, if reasonably necessary, one firm of local counsel in each appropriate jurisdictionjurisdiction (which may include a single special counsel acting in multiple jurisdictions) for each of (i) the Agents and (ii) all other Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflictconflict and thereafter retains its own counsel, of one additional another firm of counsel for such affected Indemnitee)) of any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and local counselwhether or not such proceedings are brought by the Borrower, its equity holders, its Affiliates, creditors or any other third person) in each relevant jurisdiction that relates to each group the Transactions, including the financing contemplated hereby, of similarly affected Indemnitees)any kind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee, or asserted against any such Indemnitee by in any Person (including the Borrower way relating to or any other Loan Party) other than such Indemnitees and Related Parties arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder thereby or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iiic) any actual or alleged presence or release Release or threat of Release of Hazardous Materials on, at, on, under or emanating from any property currently or to the extent arising from the former ownership or operation of the Borrower, any Subsidiary or any other Loan Party, formerly owned or operated by the Borrower Borrower, any Subsidiary or any of its Subsidiariesother Loan Party, or any Environmental Liability related in any way to the Borrower Borrower, any Subsidiary or any of its Subsidiariesother Loan Party, or (ivd) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether brought or not caused by a third party or by the Borrower arising, in whole or any other Loan Party or any in part, out of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless negligence of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEEthe Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have disbursements resulted from (w) the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower Indemnitee or of any of its controlled Affiliates or controlling Persons or any other Loan Party against an Indemnitee for breach of the officers, directors, employees, agents, advisors or members of any of the foregoing, in bad faith each case who are involved in or aware of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim Transactions (as determined by a court of competent jurisdiction or (z) are determined by in a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party non-appealable decision), (x) other than any claims against with respect to the Administrative Agents and each of their Agent-Related Persons, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part a material breach of the Borrower Loan Documents by such Indemnitee or one of its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgmentdecision), or (y) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates (other than with respect to a claim against an Indemnitee acting in its capacity as an Agent or similar role under the Loan Documents, unless such claim arose from the gross negligence, bad faith or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of competent jurisdiction)). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, Debtdomain or other similar information transmission systems in connection with this Agreement. No Indemnitee nor any Loan Party shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations under the Loan Documents to the extent such special, punitive, indirect or consequential damages are included in any third-party claim in connection with which any Indemnitee is entitled to indemnification hereunder. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, managers, partners, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of any applicable Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes other than Taxes that represent liabilities, obligations, losses, damages, etc., with respect to a non-Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative each Agent (and any sub-agent thereof), each Arranger, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, expenses (including settlement costs and the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee; provided that for any individual claim or series or related claims, this indemnity shall only apply to the legal fees, charges and other charges disbursements of one firm of primary outside U.S. counsel and one primary outside Canadian counsel, and any reasonably necessary local outside counsel (if any), for all such Indemnitees, unless the representation of all Indemnitees (and, if reasonably necessary, by one firm of local counsel in each appropriate jurisdiction) (and, in would be inappropriate due to the case existence of an actual or perceived potential conflict of interest, where in which case this indemnity shall also apply to the Indemnitee affected by legal fees, charges and disbursements of additional outside counsel to such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly affected conflicted Indemnitees), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan PartyBorrower) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent Agents (and any sub-agent thereof) and its their respective Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan Loan, Bankers’ Acceptance, BA Equivalent Note, or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an such Indemnitee for breach in bad faith of such Indemnitee’s obligations (if any) hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction. Without limiting or (zduplicating the provisions of Section 3.01(c), this Section 11.04(b) are determined by a court of competent jurisdiction by final and nonappealable judgment shall not apply with respect to be the result of any disputes among Indemnitees or any Related Party (Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersliabilities, the Swing Line Lender or claims, damages, expenses, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), the Joint Lead Arrangers and each Lender and each L/C IssuerIssuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses (but limited, (i) in the case of legal fees and expenses, including, but not limited to, to the reasonable and documented fees, charges and disbursements and other charges of one firm of a single counsel for all such Indemnitees (taken as a whole), and, if reasonably necessary, one firm of a single local counsel in each appropriate jurisdictionapplicable jurisdiction for the Indemnitees (taken as a whole) and a single regulatory counsel for the Indemnitees (taken as a whole), in each case, selected by the Administrative Agent (plus one additional primary external counsel, one additional regulatory counsel and, if reasonably necessary, of one additional local counsel in each applicable jurisdiction for the affected Persons (taken as a whole) in the case event of an actual or perceived conflict of interest, where which, in each case, shall exclude allocated costs of in-house counsel) and (ii) in the Indemnitee affected by such conflict informs case of fees or expenses with respect to any other advisor or consultant, solely to the extent the Borrower has consented to the retention of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly affected Indemniteesperson), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions Transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Materials at, on, under a Specified Substance on or emanating from any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, Subsidiaries or any liability (whether contingent or otherwise and including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) under Environmental Liability related in any way Law arising out of or relating to the Borrower or any of its Subsidiaries, Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditorsits Affiliates, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such IndemniteeIndemnitee or any of its Controlled Related Parties, (yB) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s (or any of its Controlled Related Parties’) obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or jurisdiction, (zC) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of for any disputes dispute among Indemnitees (or any of their respective Controlled Related Party Parties) that does not involve an act or omission by the Borrower or any of its Subsidiaries (other than any claims against the Administrative Agent, Collateral Agent or any other named agent or Joint Lead Arranger in their capacity as such but subject to foregoing clause (A) and (B)), or (D) for losses, claims, damages, liabilities and expenses to the Arrangersextent they have resulted from any agreement governing any settlement of such claim, litigation, investigation or proceeding effected without the Borrower’s prior written consent, but if settled with Borrower’s prior written consent (not to be unreasonably withheld, delayed, conditioned or denied) or if there is a final non-appealable judgment against an Indemnitee in any such proceeding, the Swing Line Lender Borrower will indemnify and hold harmless such Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this Section; provided that each such Indemnitee agrees to refund and return any L/C Issuer in their capacities as suchand all amounts paid by the Borrower to such Indemnitee to the extent such person is not entitled to such payment pursuant to the terms hereof. This Section 9.03(b) and shall not apply with respect to Taxes other than any claims Taxes that represent losses or damages arising out from any non-Tax claim. As used in this Section 9.03, a “Controlled Related Party” of an Indemnitee means (1) any act Controlling Person or omission Controlled Affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its Controlling Persons or Controlled Affiliates and (3) the respective agents or representatives of such Indemnitee or any of its Controlling Persons or Controlled Affiliates, in the case of this clause (3), acting on behalf of or at the part instructions of such Indemnitee, Controlling Person or such Controlled Affiliate; provided that each reference to a Controlling Person, Controlled Affiliate, director, officer or employee in this sentence pertains to a Controlling Person, Controlled Affiliate, director, officer or employee involved in the structuring, arrangement, negotiation or syndication of the Borrower or its Affiliates (as determined credit facility evidenced by a court of competent jurisdiction in a final and non-appealable judgment)this Agreement.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, reasonable and documented expenses (including the fees, charges and disbursements and other charges of one firm of primary outside counsel for all such the Indemnitees (and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (and, in the case of an actual or perceived potential conflict of interest, where separate counsel for Indemnitees to the Indemnitee affected by such conflict informs the Borrower of extent needed to avoid such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly affected Indemnitees), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASESin all cases, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE COMPARATIVEout of the comparative, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEEcontributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct, bad faith or willful misconduct material breach by such Indemnitee of its obligations under this Agreement; and provided further that no Indemnitee (other than the Administrative Agent, each Arranger, each Documentation Agent, and each Syndication Agent, in each case in its capacity as such) will have a right to indemnification for such Indemniteelosses, (y) claims, damages, liabilities or expenses to the extent they result from disputes among the Lenders other than as a claim brought result of any act or omission by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documentits Affiliates. Without limiting the provisions of Section 3.01(c), if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (zthis Section 10.04(b) are determined by a court of competent jurisdiction by final and nonappealable judgment shall not apply with respect to be the result of any disputes among Indemnitees or any Related Party (Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersclaims, the Swing Line Lender or damages, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender the Arrangers and each L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, reasonable and documented expenses (including the fees, charges and disbursements and other charges of one firm of primary counsel for all such to the Administrative Agent, one primary counsel to the other Indemnitees (andtaken as a whole, if reasonably necessary, one firm of local counsel in each appropriate relevant jurisdiction, one specialty counsel for each relevant specialty (to the extent reasonably necessary) (and, in the case of an actual and one or perceived conflict more additional counsel if one or more conflicts of interest, where the Indemnitee affected by such conflict informs the Borrower or perceived conflicts of such conflictinterest, of arise (which shall be limited to one additional firm of counsel (and local counsel) in each relevant jurisdiction to for each group of similarly affected Indemnitees)), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan PartyBorrower) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the syndication of Commitments hereunder, performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), and (iii) any actual or alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from either (A) the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee, (yB) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction Document or (zC) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes dispute solely among Indemnitees or any Related Party (other than any claims against any Indemnitee in its capacity as the Administrative Agent, the Arrangers, the Swing Line Lender Agent or an Arranger or any L/C Issuer in their capacities as suchsimilar role under the Loan Documents) and other than any claims not arising out of any act or omission on the part of the Borrower or any of its Affiliates (as determined by a court Subsidiaries or Affiliates. Without limiting the provisions of competent jurisdiction in a final and Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and Lender, each L/C Issuer, Issuing Bank and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, including, but not limited to, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel for all to such Indemnitees (andIndemnitee, taken as a whole, and if reasonably necessary, one firm of local counsel to such Indemnitees, taken as a whole, in each appropriate jurisdiction) (relevant material jurisdiction and, in the case event of an actual or perceived potential conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) for all Indemnitees, taken as a whole, in each relevant jurisdiction to each group of similarly affected Indemniteesapplicable jurisdiction), incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), ) or (iii) any actual or alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment).117 #96922345v9

Indemnification by the Borrower. The Borrower shall indemnify defend, indemnify, release, and protect the Administrative Agent and the Collateral Agent (and any subagent and attorney-agent in-fact thereof), each Lender and Arranger, each L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities (including strict liabilities), obligations, fines, penalties and related expensesassessments, including, but not limited to, costs and expenses (including reasonable and documented fees, disbursements fees and other charges expenses of one a single firm of counsel for all such Indemnitees (and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction) (andplus, in the case of an actual or perceived conflict of interest, interest where the Indemnitee affected by such conflict informs the Borrower of such conflictconflict and thereafter retains its own counsel, of one additional another firm of counsel (for all similarly situated Indemnitees, plus, to the extent reasonably necessary, one local counsel to all similarly affected Indemnitees in each applicable jurisdiction and local any special counsel)) in each relevant jurisdiction to each group all cases, whether or not caused by or arising, in whole or in part, out of similarly affected Indemnitees)the comparative, contributory or sole negligence of the Indemnitee, incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby (including the financing contemplated hereby or any transactions in connection therewith) or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual breach of representations, warranties or alleged presence or release covenants of Hazardous Materials at, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to under the Borrower or any of its SubsidiariesLoan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Health and Safety Laws or pertaining to environmental matters, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or any of its Related Parties, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment relate to be the result of any disputes proceeding solely between or among Indemnitees or any Related Party (other than any claims (A) claims, litigation or proceedings against the Administrative Agent, the ArrangersCollateral Agent, the Swing Line Lender Arrangers or their respective Affiliates, in each case, in their capacity or in fulfilling their role as the agent or arranger or any L/C Issuer in other similar role under the any Facility (excluding their capacities role as sucha Lender) and other than any claims to the extent such Persons are otherwise entitled to receive indemnification under this paragraph or (B) claims, litigation or proceedings arising out of any act or omission on the part of the Borrower or any of its Affiliates (as determined by a court of competent jurisdiction in a final and Affiliates. This Section 11.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment)Tax claim. Without limiting the foregoing, matters subject to this Section 11.03(b) include (A) Contamination at, on, in, under or affecting any Real Property; (B) the presence, use, handling, management, Release, threat of Release, storage, treatment, production, generation, processing, refining, extraction, distribution, sale, collection, reclamation, recycling, disposal or manufacture of any Regulated Substances on, in, under or affecting any real property, whether owned or leased, of any Loan Party or any Subsidiary of a Loan Party or which may or have migrated to any surrounding areas from such real property or Borrower or any of its Subsidiaries arranging for disposal of or transportation to or from such real property of Regulated Substances; (C) the imposition, attachment, filing or recording of any Lien (other than a Permitted Lien) or other encumbrance authorized by Environmental Health and Safety Laws against the real property, whether owned or leased, of any Loan Party or any Subsidiary of a Loan Party and the removal of any such lien or encumbrances; (D) an Environmental Health and Safety Claim or Environmental Health and Safety Order relating or pertaining to the Real Property, the Borrower or any of its Subsidiaries; and (E) the failure to comply with or the violation of any Environmental Health and Safety Law, Environmental Health and Safety Permit or Environmental Health and Safety Order with respect to the real property, whether owned or leased, of any Loan Party or any Subsidiary of a Loan Party or the operations of the Borrower or any of its Subsidiaries.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Issuing Bank, the Arrangers, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including, but not limited to, expenses ((including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for all such Indemnitees (the Indemnitees, taken as a whole, and, if reasonably necessary, one firm of local counsel for the Indemnitees, taken as a whole, in each appropriate jurisdictionApplicable Jurisdiction) (and, in the case of an actual or perceived conflict of interest, interest where the Indemnitee affected by such conflict informs the Borrower of such conflicthas retained its own counsel, of one additional another law firm of acting as counsel (and for such Indemnitee and, if reasonably necessary, another local counsel) counsel in each relevant jurisdiction to each group of similarly affected IndemniteesApplicable Jurisdiction), ) incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), ) and (iii) any actual or alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders its equity holders, affiliates or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are result from the gross negligence or willful misconduct of such Indemnitee as determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemniteenon-appealable judgment, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to be the result of any disputes among Indemnitees or any Related Party (other than any claims against the Administrative Agent, the Arrangers, the Swing Line Lender or any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment or (z) if arising from any dispute between or among Indemnitees that does not involve any act or omission by the Borrower or its Subsidiaries as determined by a court of competent jurisdiction in a final non-appealable judgment, other than any proceeding against the Administrative Agent or any Arranger, in each case acting in such capacity. All amounts due under this Section 11.04(b) shall be paid within thirty (30) days after written demand therefor (together with reasonable backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund the amount of any payment, to the extent determined by a court of competent jurisdiction in a final, non-appealable judgment that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 11.04(b). This Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, but limited to the fees, disbursements and other charges of one firm of counsel for all such Indemnitees (principal counsel, and, if reasonably necessary, of one firm of local counsel in each appropriate jurisdiction) , in each case, for all Indemnitees (and, in the case of an actual or perceived conflict of interest, interest where the Indemnitee affected by such conflict informs the Borrower of such conflictconflict and thereafter retains its own counsel, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly for all such affected Indemnitees)), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitees and Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned owned, leased or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (zjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) are determined by a court of competent jurisdiction by final and nonappealable judgment shall not apply with respect to be the result of any disputes among Indemnitees or any Related Party (Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersclaims, the Swing Line Lender or damages, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including, but not limited to, reasonable and documented expenses (including the fees, charges and disbursements and other charges of one firm of primary counsel for all such Indemnitees (collectively and, if reasonably necessary, one firm of local counsel for all Indemnitees collectively in each appropriate jurisdiction) (relevant jurisdiction and, in the case event of an any actual or perceived potential conflict of interest, where the one additional counsel for each such Indemnitee affected by such conflict informs the Borrower of subject to such conflict), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of one additional firm of counsel (and local counsel) in each relevant jurisdiction to each group of similarly affected Indemnitees)any Indemnitee, incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan PartyBorrower) other than such Indemnitees Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court result from any dispute that (1) is solely among Lenders (except when and to the extent that one of competent jurisdiction by final and nonappealable judgment the parties to be the result of any disputes among Indemnitees such dispute was acting in its capacity or any Related Party (other than any claims against the in fulfilling its role as Administrative Agent, the ArrangersArranger, the L/C Issuer, Swing Line Lender or other similar capacity under this Agreement or any L/C Issuer other Loan Document and, in their capacities as suchsuch case, excepting only such party) and (2) does not arise from the Borrower’s or any Subsidiary’s action or inaction, or breach of its obligations under this Agreement or any other Loan Document or applicable Law. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any claims Taxes that represent losses, claims, damages, etc. arising out of from any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, expenses (including, but not limited towithout limitation, the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent as an Indemnitee and one counsel for all such other Indemnitees (taken as a whole and, if reasonably necessary, one firm of a single local counsel for the Administrative Agent as an Indemnitee and a single local counsel for all other Indemnitees taken as a whole in each appropriate jurisdiction) (relevant jurisdiction and, solely in the case of an actual or perceived a conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict, of one additional firm of counsel (and local counsel) in each relevant jurisdiction to the affected Indemnitees similarly situated taken as a whole), and shall indemnify and hold harmless each group Indemnitee from all fees and time charges, including allocated costs, and disbursements for attorneys who may be employees of similarly affected Indemnitees)any Indemnitee, incurred by any Indemnitee, Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party) other than such Indemnitees and Related Parties Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under on or emanating from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the 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 any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OR THE STRICT LIABILITY OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, bad faith or willful misconduct or fraud of such Indemnitee, (y) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from a breach in bad faith of such Indemnitee’s material obligations under the Loan Documents or (z) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (zjurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) are determined by a court of competent jurisdiction by final and nonappealable judgment shall not apply with respect to be the result of any disputes among Indemnitees or any Related Party (Taxes other than any claims against the Administrative AgentTaxes that represent losses, the Arrangersclaims, the Swing Line Lender or damages, etc. arising from any L/C Issuer in their capacities as such) and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Tax claim.