Indemnification by the Company. Other than with respect to Taxes, which shall be governed solely by [Section 3.01], the Company shall indemnify the Administrative Agent (and any sub-agent thereof), and 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 the reasonable fees, charges and disbursements of # a single domestic firm and, if reasonably requested by the relevant Indemnitees and approved by the Company (which approval shall not be unreasonably withheld), a single foreign firm in each relevant jurisdiction, of counsel for the Indemnitees, unless a conflict exists, in which case, reasonable fees and expenses of reasonably necessary additional counsel for the affected Indemnitee(s) shall be covered), incurred by any Indemnitee or asserted against any Indemnitee by any Person

Indemnification by the Company. Other than with respect to Taxes, which shall be governed solely by [Section 3.01], theThe Company shall indemnify the Administrative Agent (and any sub-agent thereof), and each Lender and each L/C Issuer,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, damages, liabilities and related expenses (including(including, but limited in the case of legal fees and expenses, to the reasonable and properly documented fees, charges and disbursements of #one counsel to the Indemnitees taken as a single domestic firmwhole and, if reasonably requestednecessary, one firm of local counsel in each appropriate jurisdiction, and, in the case of an actual or perceived conflict of interests where the Indemnitee affected by the relevant Indemnitees and approved bysuch conflict informs the Company (which approval shall not be unreasonably withheld), a single foreign firm in each relevant jurisdiction, of counsel for the Indemnitees, unless a conflict exists, in which case, reasonable fees and expenses of reasonably necessarysuch conflict, one additional counsel for theto each group of affected Indemnitee(s) shall be covered)Indemnitees similarly situated taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any Personthird party or by the Company 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, 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, # any Loan or the use or proposed use of the proceeds therefrom, # any actual or alleged presence or Release of Hazardous Materials on or from any property, including leaseholds, owned or operated by the Company or any of its Subsidiaries, or any Environmental Claim or liability under any Environmental Law, in each case to the extent related in any way to the Company 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 Company or any of its 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 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 # 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, # result from a claim brought by the Company or any of its Affiliates against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such Affiliate has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or # result from a claim not involving an act or omission of a Loan Party and that is brought by an Indemnitee against another Indemnitee (other than against any Arranger or the Administrative Agent in their capacities as such). This [Section 9.12(b)] shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, liabilities and related expenses arising from any non-Tax claim, excluding Taxes for which the Indemnitee has been indemnified under [Section 9.01].

Indemnification by the Company. Other than with respect to Taxes, which shall be governed solely by [Section 3.01], theThe Company shall indemnify the Administrative Agent (and any sub-agent thereof), andthe Joint Lead Arrangers, each Lender and eachthe 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 the reasonable fees, charges and disbursements of # a single domestic firm and, if reasonably requested by the relevant Indemnitees and approved by the Company (which approval shall not be unreasonably withheld), a single foreign firm in each relevant jurisdiction, ofany counsel for the Indemnitees, unless a conflict exists, in which case, reasonableany Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expensestime charges and disbursements for attorneys who may be employees of reasonably necessary additional counsel for the affected Indemnitee(s) shall be covered),any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Personthird party or by any Borrower, any other Loan Party or the Specified Designated Borrower 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, 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, # any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any 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 Company, any other Loan Party or the Specified Designated Borrower, 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 Company, any other Loan Party or the Specified Designated Borrower against an Indemnitee such Indemnitee’s material breach of its obligation to fund any Revolving Credit Loan in accordance with the terms hereof, or any for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company, such other Loan Party or the Specified Designated Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The Company shall only be required to reimburse the Indemnitees for a single counsel for the Administrative Agent and a single counsel for all other Indemnitees for related claims in each applicable jurisdiction; provided that an Indemnitee shall have the right to employ separate counsel, and the Company shall bear the reasonable fees, costs and expenses of such separate counsel, if # the use of counsel chosen by the other Indemnitees to represent the Indemnitees would present such counsel with a conflict of interest; # such Indemnitee shall have reasonably concluded, in good faith, that there may be legal claims or defenses available to it that are different from or additional to those available to the other Indemnitees; # such Indemnitee shall have reasonably concluded, in good faith, that it otherwise has divergent interests from the other Indemnitees or # the Company shall authorize in writing such Indemnitee to employ separate counsel at the Company’s expense. Without limiting the provisions of [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, or liabilities arising from any non-Tax claim.

Indemnification by the Company. Other than with respect to Taxes, which shall be governed solely by Section 3.01, the Company#​ shall indemnify the Administrative Agent (and any sub-agent thereof),Agent, the Issuing Banks and each Lender and each L/C Issuer,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, damages, liabilities and related expenses (includingexpenses, including the reasonable fees, charges and disbursements of # a single domestic firm and, if reasonably requested by the relevant Indemnitees and approved by the Company (which approval shall not be unreasonably withheld), a single foreign firm in each relevant jurisdiction, of counsel for all such Indemnitees, taken as a whole and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, solely in the Indemnitees, unless acase of an actual or perceived conflict exists, in which case, reasonable feesof interest where the indemnified person affected by such conflict notifies you of the existence of such conflict and expensesthereafter retains its own counsel, of reasonably necessary additionalone other firm of counsel for theeach such affected Indemnitee(s) shall be covered)Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee arising out of, in connection with, or as a result of # the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, # any Loan or Letter of Credit or the use of the proceeds 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 release of Hazardous Materials on or from any property owned or operated by ​ or any of its Subsidiaries, or any Environmental Liability related in any way to ​ or any of its Subsidiaries, 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 a Borrower or its respective equity holders, Affiliates, Creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of, or the material breach of any express material obligation of, such Indemnitee or # arise from any proceeding not involving any act or omission by ​ or its Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than any proceeding brought against an Indemnitee in its capacity as an agent, an arranger, a bookrunner or any similar role under the Loan Documents). This [Section 8.03(b)] shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Indemnification by the Company. Other than with respect to Taxes, which shall be governed solely by Section 3.01, theThe Company shall indemnify the Administrative Agent (and any sub-agent thereof), andeach Syndication Agent, the Documentation Agent, each Lender and eachthe 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, liabilitiesLiabilities and related expenses (including the reasonable fees, charges and disbursements of # a single domestic firm and, if reasonably requested by the relevant Indemnitees and approved by the Company (which approval shall not be unreasonably withheld), a single foreign firm in each relevant jurisdiction, ofany counsel for the Indemnitees, unless a conflict exists, in which case, reasonableany Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expensestime charges and disbursements for attorneys who may be employees of reasonably necessary additional counsel for the affected Indemnitee(s) shall be covered),any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person third party or by any 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 Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any 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 Company or any other Loan Party, 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 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 # 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

Indemnification by the Company. Other than with respect to Taxes, which shall be governed solely by Section 3.01, the CompanyBorrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), and each Lender and eachthe 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, liabilitiesliabilities, penalties and related reasonable, out-of-pocket expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of # a single domestic firm and, if reasonably requested by the relevant Indemnitees and approved by the Company (which approval shall not be unreasonably withheld), a single foreign firm in each relevant jurisdiction, ofany counsel for any Indemnitee (but excluding the Indemnitees, unless a conflict exists, in which case, reasonable fees and expensesallocated cost of reasonably necessary additional counselinternal counsel)) (other than those provided for the affected Indemnitee(s) shall be covered)under [Section 10.04(a)(i)]), incurred by any Indemnitee or asserted against any Indemnitee by any Person other Indemnitee or 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, 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, # any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or release 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, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory 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 # 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, # 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 # result from a claim solely brought by one Indemnitee against another Indemnitee except to the extent such claim # involves any act or omission by the Borrower or any of its Subsidiaries or Affiliates or # relates to any action or inaction of an Indemnitee in its capacity as Administrative Agent (or any sub-agent thereof) or Arranger; and provided, further, that the Borrower’s reimbursement and indemnification obligations with respect to the fees, charges and disbursements of counsel for the Indemnitees in connection with indemnification claims arising out of the same facts or circumstances shall be limited to the reasonable and documented fees and reasonable and documented out-of-pocket charges and disbursements of # one counsel to the Indemnitees taken as a whole, # one local counsel (including foreign counsel) in each relevant jurisdiction to the Indemnitees take as a whole and # in the case of an actual or potential conflict of interest, one additional firm of counsel (and local counsel) in each relevant jurisdiction for each group of affected Indemnitees subject to such conflict and similarly situated. Without limiting the provisions of [Section 3.01(e)], 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-Tax claim.

Indemnification by the Company. Other than with respect to Taxes, which shall be governed solely by Section 3.01, the Company#​ shall indemnify [[Administrative Agent:Organization]], the Administrative Agent (and any sub-agent thereof),Issuing Banks and each Lender and each L/C Issuer,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, damages, liabilities and related expenses (includingexpenses, including the reasonable fees, charges and disbursements of # a single domestic firm and, if reasonably requested by the relevant Indemnitees and approved by the Company (which approval shall not be unreasonably withheld), a single foreign firm in each relevant jurisdiction, of counsel for all such Indemnitees, taken as a whole and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, solely in the Indemnitees, unless acase of an actual or perceived conflict exists, in which case, reasonable feesof interest where the indemnified person affected by such conflict notifies you of the existence of such conflict and expensesthereafter retains its own counsel, of reasonably necessary additionalone other firm of counsel for theeach such affected Indemnitee(s) shall be covered)Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee arising out of, in connection with, or as a result of # the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, # any Loan or Letter of Credit or the use of the proceeds 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 release of Hazardous Materials on or from any property owned or operated by ​ or any of its Subsidiaries, or any Environmental Liability related in any way to ​ or any of its Subsidiaries, 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 a Borrower or its respective equity holders, Affiliates, Creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of, or the material breach of any express material obligation of, such Indemnitee or # arise from any proceeding not involving any act or omission by ​ or its Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than any proceeding brought against an Indemnitee in its capacity as an agent, an arranger, a bookrunner or any similar role under the Loan Documents). This Section 8.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Indemnification by the Company. Other than with respect to Taxes, which shall be governed solely by Section 3.01, the CompanyLoan Parties. Each Loan Party shall indemnify the Administrative Agent (and any sub-agent thereof), and 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 # the reasonable fees, charges and disbursementsdocumented fees and expenses of one firm of counsel for all Indemnitees, taken as a whole, # if reasonably necessary, a single domestic firm and, if reasonably requested by the relevant Indemnitees and approved by the Company (which approval shall not be unreasonably withheld),local counsel for all Indemnitees, taken as a single foreign firmwhole, in each relevant jurisdiction, and # solely in the case of counsel for the Indemnitees, unless a conflict exists, in which case, reasonable fees and expenses of reasonably necessaryinterest, one additional counsel in each jurisdiction for the affected Indemnitee(s)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 covered),employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any third party or 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, 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 Loan or Letter of Credit or the use or proposed use of the proceeds 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 Release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, related in any way to any 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 (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 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 Company. Other than with respect to Taxes, which shall be governed solely by Section 3.01, the CompanyLoan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), and each Lender and eachthe 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 the reasonable fees, charges and disbursements of # a single domestic firm and, if reasonably requested by the relevant Indemnitees and approved by the Company (which approval shall not be unreasonably withheld), a single foreign firm in each relevant jurisdiction, ofany counsel for the Indemnitees, unless a conflict exists, in which case, reasonableany Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expensestime charges and disbursements for attorneys who may be employees of reasonably necessary additional counsel for the affected Indemnitee(s) shall be covered),any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including 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, 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 Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or Release of Hazardous Materials on or from any property owned, leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a 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; 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 non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. 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 any non-Tax claim.

Indemnification by the Company. Other than with respect to Taxes, which shall be governed solely by Section 3.01, the CompanyThe Borrower shall indemnify the Administrative Agent (and any sub-agent thereof),Agent, each Issuing Bank and each Lender and each L/C Issuer,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 all losses, claims, damages, liabilities and related expenses, including any reasonable legal expenses (including the reasonable fees, charges and disbursements of #one firm of counsel for all Indemnitees, taken as a single domestic firmwhole, and, if reasonably requestednecessary, one firm of local counsel in each appropriate jurisdiction and one firm of regulatory counsel in each appropriate jurisdiction, in each case for the Indemnitees, taken as a whole, and, in the case of an actual or perceived conflict of interest (as reasonably determined by the relevant Indemnitees and approved by the Company (which approval shall not be unreasonably withheld)an indemnified party), a single foreignone additional firm of counsel in each relevant jurisdiction, of counsel for the Indemnitees, unless a conflict exists, in which case, reasonable fees and expenses of reasonably necessary additional counseljurisdiction for the affected Indemnitee(s) shall be covered),Indemnitees similarly situated, taken as a whole, incurred by any Indemnitee or asserted against any Indemnitee arising out of, in connection with, or as a result of # the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, # any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Person 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 Release 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 of its Subsidiaries, 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, # any material breach of the express obligations of such Indemnitee under the Loan Documents pursuant to a claim initiated by any Loan Party or # any dispute solely between or among Indemnitees (not arising as a result of any act or omission by the Borrower or any of its Subsidiaries or Affiliates), other than claims against any Lender in its capacity as, or in fulfilling its role as, the Administrative Agent, an Issuing Bank, a Joint Lead Arranger or any similar role under the Loan Documents. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.