Indemnification by the Loan Parties. The Loan Parties shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof) and each 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, penalties, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of # 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, # any Advance or the use or proposed use of the proceeds therefrom, # any actual or alleged presence or Environmental Releases on or 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 # 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, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or # 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

Indemnification by the Loan Parties. The Loan Parties shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof) and each 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, penalties, damages, liabilities and related expenses (including(includingin the case of legal expenses, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of anyanyone primary outside counsel for any Indemnitee)Indemniteeand one local counsel in each relevant jurisdiction for all Indemnitees, taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of # 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, # any Advance or the use or proposed use of the proceeds therefrom, # any actual or alleged presence or Environmental Releases on or 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 # 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, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses #(xw) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or #its Related Parties, (yx) 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., # result from the settlement of any such claim, investigation, litigation or other proceedings described in [clause (iv) above] unless the Borrower has consented to such settlement (which consent shall not be unreasonably withheld or delayed (provided that nothing in this clause (y) shall restrict the right of any person to settle any claim for which it has waived its right of indemnity by the Borrower) or # result from disputes solely among Indemnitees and not involving any act or omission of an Obligor or any of Affiliate thereof (other than any dispute against the Administrative Agent in its capacity as such).

Indemnification by the Loan Parties. TheEach Loan Parties shall, jointly and severally,Party shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each LenderL/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related expenses (including # the reasonable fees,and documented fees and expenses of one firm of counsel for all Indemnitees, taken as a whole, # if reasonably necessary, a single local counsel for all Indemnitees, taken as a whole, in each relevant jurisdiction, and # solely in the case of conflict of interest, one additional counsel in each jurisdiction for the affected Indemnitees, taken as a whole), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any counsel for any Indemnitee),Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any third party or by the Borrower or any other Loan PartyParty) arising out of, in connection with, or as a result of # 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 Administrative Agent (and any sub-agent thereof), any and L/C Issuer, and their Related Parties, the administration and enforcement of this Agreement and the other Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any other Loan Party as a debtor thereunder), # any AdvanceLoan or Letter of Credit or the use or proposed use of the proceeds therefrom,therefrom (including any refusal by 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), # any Environmental Claim or Environmental Liability, including with respect to the actual or alleged presence or Environmental ReleasesRelease of Hazardous Materials on or from any property owned or operated by the Borrowerany Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrowerany Loan Party or any of its Subsidiaries, or # 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, and regardless of whether any Indemnitee is a party thereto,thereto (including, without limitation, any settlement arrangement arising from or relating to the foregoing); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Affiliates or any of its or their respective officers, directors, employees, agents or advisors (which, in the case of such agents or advisors are acting at the express direction of such Indemnitee), # 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 # relate to any proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee, other than claims against [[Administrative Agent:Organization]] in its capacity in fulfilling its role as an agent or arranger or any other similar role under the Revolving Facility. This subsection # 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 Loan Parties. The Loan Parties shall, jointly and severally,shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Lenderthe L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), 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 or asserted against any Indemnitee by any third party or byPerson (including the Borrower or any other Loan PartyParty) arising out of, in connection with, or as a result of # 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 (including in respect of any matters addressed in Section 3.01), # any AdvanceLoan or Letter of Credit or the use or proposed use of the proceeds therefrom,therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or Environmental ReleasesRelease of Hazardous Materials on or from any property ownedowned, leased or operated by the Borrowera Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrowera Loan Party or any of its Subsidiaries, or # 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, and regardless of whether any Indemnitee is a party thereto,thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and nonappealablenon-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or # resultIndemnitee. Without limiting the provisions of 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 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 hasnon-Tax claim.

Indemnification by the Loan Parties.Borrower. The Loan Parties shall, jointly and severally,Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each LenderIssuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”“Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims,claims (including, without limitation, any Environmental Claims), penalties, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of anyone primary counsel for any Indemnitee)all Indemnitees and, if reasonably necessary, a single local counsel in each relevant jurisdiction (unless there is an actual or perceived conflict of interest in which case each such Indemnitee may retain its own counsel)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or byPerson (including the Borrower or any other Loan PartyCredit Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of # 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,thereby (including, without limitation, the Transactions), # any AdvanceLoan or Letter of Credit or the use or proposed use of the proceeds therefrom,therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or Environmental Releasesrelease of Hazardous Materials on or from any property owned or operated by the Borrowerany Credit Party or any of its Subsidiaries,Subsidiary thereof, or any Environmental LiabilityClaim related in any way to the Borrowerany Credit Party or any of its Subsidiaries, orSubsidiary, # 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 Borrowerany Credit Party or any other Loan Party,Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or # any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable out-of-pocket attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligencenegligence, bad faith or willful misconduct of such Indemnitee orIndemnitee, # result from a claim brought by the Borrowerany Credit Party or any other Loan PartySubsidiary thereof against an Indemnitee for material breach in bad faith of such Indemnitee’Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has

Indemnification by the Loan Parties. The Loan Parties shall, jointly and severally,Borrower shall indemnify the Administrative Agent (and any sub-agent thereof) and, each LenderLender, and each Related Party of any of the foregoing Personspersons (each such Personperson being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of # 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, # any AdvanceLoan or the use or proposed use of the proceeds therefrom, # any actual or alleged presence orclaim under Environmental Releases on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental LiabilityLaws related in any way to the Borrower or any of its Subsidiaries,Borrower, or # 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,Borrower, and regardless of whether any Indemnitee is a party thereto,thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or # 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

Indemnification by the Loan Parties. The Loan Parties shall, jointly and severally,Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each LenderIssuing 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, penalties, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), 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 or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of # the execution orexecution, delivery of this Agreement, any other Loan DocumentDocument, any APC 2019 Transaction Document, any Associated Practice Documents or any agreement or instrument contemplated hereby or thereby,by any of the foregoing, the performance by the parties heretohereto, any Loan Party or any other Person of their respective obligations hereunder or thereunderunder any of the foregoing or the consummation of the transactions contemplated hereby or thereby, # any AdvanceLoan or Letter of Credit or the use or proposed use of the proceeds therefrom,therefrom (including any refusal by 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), # any actual or alleged presence or Environmental ReleasesRelease of Hazardous Materials on or 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 # 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, and regardless of whether any Indemnitee is a party thereto,thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and nonappealablenon-appealable judgment to have resulted from # the gross negligence or willful misconduct of such Indemnitee orIndemnitee, # result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, ifDocument or # disputes solely among Indemnitees, other than any claims arising out of or resulting from any act or omission on the part of the Borrower or such Loan Party hasits Affiliates.

Indemnification by the Loan Parties. The Loan Parties shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Issuing Bank and each LenderLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, damages,incremental taxes, liabilities and related expenses (includingexpenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee),Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any otherthe Loan DocumentDocuments 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 or any other transactions contemplated hereby or thereby,hereby, # any AdvanceLoan or the useLetter of Credit or proposedthe use of the proceeds therefrom,therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or Environmental ReleasesRelease of Hazardous Materials on or from any property owned or operated by the Borrowera Loan Party or any of its Subsidiaries,a Subsidiary, or any Environmental Liability related in any way to a Loan Party or a Subsidiary, # the Borrowerfailure of a Loan Party to deliver to the Administrative Agent the required receipts or any of its Subsidiaries,other required documentary evidence with respect to a payment made by a Loan Party for Taxes pursuant to [Section 2.17], or # any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by any Loan Party or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party,theory and regardless of whether any Indemnitee is a party thereto,thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses # are determined by a court of competent jurisdiction by final and nonappealablenon-appealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF THE BORROWERS AND THE BORROWERS AGREE THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR), WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNITEE. This [Section 9.03(b)] shall not apply with respect to Taxes other than any Taxes that represent losses or # resultdamages 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 hasnon-Tax claim.

Indemnification by the Loan Parties.Borrower. The Loan Parties shall, jointly and severally,Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Collateral Agent, the Issuing Bank and each LenderLender, 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, penalties, damages, liabilities and related expenses (including(other than Taxes or Other Taxes which shall only be indemnified by the reasonableBorrower to the extent provided in [Section 2.16]), including the fees, charges and disbursements of any counsel for any Indemnitee),Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan DocumentAgreement or any agreement or instrument contemplated hereby or thereby,hereby, 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,hereby, # any AdvanceLoan or the useLetter of Credit or proposedthe use of the proceeds therefrom, #therefrom (including any actual or alleged presence or Environmental Releases on or from any property owned or operatedrefusal by the Borrower or anyIssuing Bank to honor a demand for payment under a Letter of its Subsidiaries, or any Environmental Liability relatedCredit if the documents presented in any way toconnection with such demand do not strictly comply with the Borrower or anyterms of its Subsidiaries, orsuch Letter of Credit), # 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,theory and regardless of whether any Indemnitee is a party thereto,thereto or # any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from # the willful misconduct or gross negligence or willful misconduct of such Indemnitee or # result from a claim brought by the Borrower or any other Loan PartyObligor against ansuch Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunderunder this Agreement or under anythe other Loan Document,Documents, if the Borrower or such Loan PartyObligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

Indemnification by the Loan Parties.Indemnification. The Loan Parties shall, jointly and severally,subject to the limitations set forth in Section 2.21, indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Arranger, the Bookrunner and each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”“Indemnitee”) against, and hold each Indemnitee harmless from, any and allliabilities, obligations, losses, damages, penalties, claims, penalties, damages, liabilities anddemands, actions, judgments, suits, or related reasonable expenses (including(limited, in the reasonable fees, charges and disbursementscase of anyexpenses of counsel, to one counsel for any Indemnitee), incurredall Indemnitees taken as a whole in each relevant jurisdiction and, solely, in the case of an actual or perceived conflict of interest between Indemnitees where the Indemnitees affected by any Indemnitee or asserted against any Indemnitee by any third party or bysuch conflict inform the Borrower orof such conflict, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) in any other Loan Partyway relating to or arising out of,of or in connection with, or as a result ofwith # the executionexecution, delivery, enforcement, performance, or deliveryadministration of this Agreement, any other Loan DocumentDocument, or any agreementother agreement, letter or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation ofdelivered in connection with the transactions contemplated hereby or thereby, # any AdvanceCommitment or Loan or the use or proposed use of the proceeds therefrom, # any action taken or omitted by the Administrative Agent under this Agreement or any other Loan Document (including the Administrative Agent’s own negligence), # any actual or alleged presence or Environmental Releasesrelease of Hazardous Materials on or from any property currently or formerly owned or operated by the BorrowerBorrower, any Subsidiary or any of its Subsidiaries,other Loan Party, or any Environmental Liability related in any way to the BorrowerBorrower, any Subsidiary or any of its Subsidiaries,other Loan Party, or # 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 partytheory (including any investigation of, preparation for, or by the Borrowerdefense of any pending or any other Loan Party,threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto,thereto and regardless of whether brought or initiated by or on behalf of the Borrower or its Subsidiaries (all the foregoing, collectively, the “Indemnified Liabilities”); provided that suchthe foregoing indemnity shallwill not, as to any Indemnitee, be availableapply to losses, liabilities, obligations, damages, penalties, demands, actions, judgments, claims or suits or related expenses to the extent that# resulting from the willful misconduct or gross negligence of such losses, claims, damages, liabilitiesIndemnitee or related expenses # areany of its Related Parties (as determined by a court of competent jurisdiction byin a final and nonappealable judgmentnon-appealable judgment), # arising from a material breach of the obligations of any Indemnitee or any of its Related Parties under the Loan Documents (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or # arising out of or in connection with any claim, litigation, investigation or proceeding that does not involve an act or omission of the Loan Parties or any of their affiliates and that is brought by an Indemnitee against any other Indemnitee (other than the Administrative Agent, the Arranger or Bookrunner acting in its capacity as such). If an Indemnitee shall be indemnified in respect of any Indemnified Liability and such Indemnified Liability is found by a final, non-appealable decision of a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence or willful misconduct of such Indemnitee or # resultits Related Parties, or from a claim brought bymaterial breach of the Borrower or any other Loan Party against an Indemnitee for breach in bad faithobligations of such Indemnitee’s obligations hereunderIndemnitee or its Related Parties under any otherthe Loan Document, ifDocuments, then such Indemnitee shall refund all amounts received by it under this paragraph in excess of those to which it shall have been entitled under the Borrower or such Loan Party hasterms of this Section 10.05.