Indemnification by the Company. The Company shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and 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 the 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 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. The Company shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, and each Lender and the 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 anyone counsel for any Indemnitee), and shall indemnify and hold harmlessto the Indemnitees taken as a whole and, if necessary, one firm of local counsel in each appropriate jurisdiction, and, in the case of an actual or perceived conflict of interests where the Indemnitee from all fees and time charges and disbursements for attorneys who may be employeesaffected by such conflict informs the Company of any Indemnitee,such conflict, one additional counsel to each group of affected Indemnitees similarly situated taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower,the Company or 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),therefrom, # any actual or alleged presence or releaseRelease of Hazardous Materials on or from any propertyproperty, including leaseholds, owned or operated by any Borrowerthe Company or any of its Subsidiaries, or any Environmental LiabilityClaim or liability under any Environmental Law, in each case to the extent related in any way to any Borrowerthe 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,Company or any other Loan Party or the Specified Designated Borrower,of its Affiliates, and regardless of whether any Indemnitee is a party thereto;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 orIndemnitee, # result from a claim brought by the Company,Company or any other Loan Party or the Specified Designated Borrowerof its Affiliates against an Indemnitee such Indemnitee’sfor 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,Company or such other Loan Party or the Specified Designated BorrowerAffiliate 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 forjurisdiction or # result from a single counsel forclaim 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 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)], thistheir capacities as such). This Section 10.04(9.12(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or liabilities and related expenses arising from any non-Tax claim.claim, excluding Taxes for which the Indemnitee has been indemnified under Section 9.01.

Indemnification by the Company.Borrower. The CompanyBorrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and 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, liabilitiesliabilities, penalties and related reasonable, out-of-pocket expenses (including the reasonable and documented out-of-pocket 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(but excluding the allocated cost of internal counsel)) (other than those provided for attorneys who may be employees of any Indemnitee,under [Section 10.04(a)(i)]), incurred by any Indemnitee or asserted against any Indemnitee by any other Indemnitee or any third party or by any Borrower,the Borrower or 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,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 anythe Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to anythe 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,Borrower or any other Loan Party or the Specified Designated Borrower,Party, and regardless of whether any Indemnitee is a party thereto;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 negligencenegligence, bad faith or willful misconduct of such Indemnitee orIndemnitee, # result from a claim brought by the Company,Borrower or 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,Borrower or 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 requiredjurisdiction or # result from a claim solely brought by one Indemnitee against another Indemnitee except to reimburse the Indemnitees for a singleextent 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 Administrative AgentIndemnitees 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 singlewhole, # one local counsel for all other Indemnitees for related claims(including foreign counsel) in each applicable jurisdiction; provided thatrelevant jurisdiction to the Indemnitees take as a whole and # in the case of an Indemnitee shall have the right to employ separate counsel, and the Company shall bear the reasonable fees, costs and expensesactual or potential conflict of such separate counsel, if # the useinterest, one additional firm of counsel chosen by the other(and local counsel) in each relevant jurisdiction for each group of affected Indemnitees subject 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.and similarly situated. Without limiting the provisions of [Section 3.01(c)e)], this Section[Section 10.04(b)] shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or liabilitiesetc. arising from any non-Tax claim.

Indemnification by the Company.Loan Parties. The CompanyLoan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and 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 the 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 partyPerson (including the Borrower or by any Borrower, any other Loan Party or the Specified Designated BorrowerParty) 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,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,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 releaseRelease of Hazardous Materials on or from any property ownedowned, leased or operated by any Borrowera Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any 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 Company,Borrower or any other Loan Party or the Specified Designated Borrower,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 nonappealablenon-appealable 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.Indemnitee. Without limiting the provisions of [SectionSection 3.01(c)], this Section 10.11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or liabilitiesetc. arising from any non-Tax claim.

Indemnification by the Company. The CompanyLoan Parties. Each Loan Party shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and theeach 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 fees, chargesreasonable and disbursementsdocumented fees and expenses of anyone firm of counsel for any Indemnitee)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 Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any third party or by any Borrower,the Borrower or any other Loan Party or the Specified Designated BorrowerParty) 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,thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof), any and itsL/C Issuer, and their Related Parties only,Parties, the administration and enforcement of this Agreement and the other Loan Documents,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 theany 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 releaseRelease of Hazardous Materials on or from any property owned or operated by any BorrowerLoan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any BorrowerLoan 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 Company,Borrower or any other Loan Party or the Specified Designated Borrower,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 Company,Borrower or any other Loan Party or the Specified Designated Borrower against an Indemnitee such Indemnitee’sfor a 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,Borrower or 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 requiredjurisdiction or # relate to reimburseany proceeding that does not involve an act or omission of the Indemnitees for a single counsel for the Administrative AgentBorrower or any of its Affiliates and a single counsel for all other Indemnitees for related claims in each applicable jurisdiction; provided that is brought by an Indemnitee shall haveagainst 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 right to employ separate counsel, and the Company shall bear the reasonable fees, costs and expenses of such separate counsel, ifRevolving Facility. This subsection # 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 liabilitiesetc. arising from any non-Tax claim.

Indemnification by the Company.Borrower. The CompanyBorrower shall indemnify the Administrative Agent (and any sub-sub‑agent thereof), the Joint Lead Arrangers, each Lender and 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 the 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 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-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 anythe Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to anythe 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’sfor 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 requiredjurisdiction and # with respect to reimbursea dispute among two or more Indemnitees which does not arise as a result of the Indemnitees for a single counsel foraction or inaction of 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.Borrower. Without limiting the provisions of [Section 3.01(c)], this Section[Section 10.04(b)] shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or liabilitiesetc. arising from any non-Tax claim.

Indemnification by the Company. The Company shall indemnify the Administrative Agent (and any sub-agent thereof), each Syndication Agent, the Joint Lead Arrangers,Documentation Agent, each Lender and 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, liabilitiesLiabilities and related expenses (including the 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 any Borrower,Borrower or 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,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 any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries,Subsidiaries or # any actual or prospective claim, litigation, investigation or proceedingProceeding 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,Company or any other Loan Party or the Specified Designated Borrower,Party, and regardless of whether any Indemnitee is a party thereto;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 # 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.Borrower. The CompanyBorrower shall indemnify the Administrative Agent (and any sub-agent thereof),Agent, the Issuing Banks, the Collateral Agent, the Joint Lead Arrangers,Arrangers and each Lender and the 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, liabilitiesliabilities, and related expenses (including(with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of anyone (1) outside legal counsel for any Indemnitee), and shall indemnify and hold harmless each Indemniteeplus, if necessary, one (1) local counsel per appropriate jurisdiction plus, in the case of an actual or perceived conflict of interest or separate defenses available to indemnified parties that are different from all fees and time charges and disbursements for attorneys who may be employeesthose available to the Borrower or other indemnified parties, one (1) additional counsel per group of any Indemnitee,affected parties), incurred by any Indemnitee or asserted against any Indemnitee by any third 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 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 Documents,hereby, # any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuerany 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 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,theory and regardless of whether any Indemnitee is a party thereto;thereto or # any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; 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 fraud, willful misconduct or gross negligence or willful misconduct of such Indemnitee orIndemnitee, # result from a claim brought by the Company, any other Loan Party or the Specified Designated Borrower against ansuch Indemnitee such Indemnitee’sfor 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 hereunderunder this Agreement or under anythe other Loan Document, ifDocuments, # a claim arising as a result of a dispute between Indemnitees (other than # any dispute involving claims against the Company,Administrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and # claims arising out of any act or omission by the Borrower or its Affiliates), or # result from the settlement of any such other Loan Partyclaim, damage, loss, liability, cost or expense described above unless the Specified Designated Borrower has obtained a final and nonappealable judgmentconsented to such settlement (which consent shall not be unreasonably withheld or delayed (provided that nothing in its favor on such claim as determined by a court of competent jurisdiction. The Companythis clause (D) 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 haverestrict the right of any person to employ separate counsel, and the Company shall bear the reasonable fees, costs and expensessettle any claim for which it has waived its right of such separate counsel, if # the use of counsel chosenindemnity 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.Borrower)).

Indemnification by the Company.Borrower. The CompanyBorrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and the L/C Issuer,each Issuing 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 fees, charges and disbursements of anyone primary counsel for any Indemnitee), and shall indemnify and hold harmlessall 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 from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee,retain its own counsel)), incurred by any Indemnitee or asserted against any Indemnitee by any third partyPerson (including the Borrower or by any Borrower, any other Loan Party or the Specified Designated BorrowerCredit 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,thereunder or the consummation of the transactions contemplated hereby or thereby, or, inthereby (including, without limitation, 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,Transactions), # any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuerany 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 release of Hazardous Materials on or from any property owned or operated by any BorrowerCredit Party or any of its Subsidiaries,Subsidiary thereof, or any Environmental LiabilityClaim related in any way to any BorrowerCredit 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 Company, any other LoanCredit Party or the Specified Designated Borrower,any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto;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 Company, any other LoanCredit Party or the Specified Designated Borrowerany Subsidiary thereof against an Indemnitee such Indemnitee’sfor 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’Indemnitee's obligations hereunder or under any other Loan Document, if the Company, such other LoanCredit Party or the Specified Designated Borrowersuch Subsidiary 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 Indemniteesjurisdiction or # the Company shall authorizearise out of a dispute that is solely between Lenders in writing such Indemnitee to employ separate counsel at the Company’their capacities as Lenders (and not in any Lender's expense. Without limiting the provisionscapacity as Arranger, Administrative Agent, Swingline Lender or Issuing Lender) and not arising out of [Section 3.01(c)], thisany act or omission of any Credit Party or any Subsidiary or Affiliate thereof. This Section 10.04(12.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or liabilitiesetc. arising from any non-Tax claim.

Indemnification by the Company. The Company shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers,Agent, each LenderArranger and the L/C Issuer,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, damages, liabilities and related expenses (includingreasonable and documented costs and 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 any Borrower, any other Loan Party or the Specified Designated Borrower arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation, arbitration or proceeding, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, relating to # 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 heretothereto of their respective obligations hereunderthereunder or thereunder, 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 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),or # any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrowerthe Company or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrowerthe 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, any other Loan Party or the Specified Designated Borrower, and regardless of whether any Indemnitee is a party thereto;Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from # the gross negligence or 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 withAffiliates or representatives, # from the terms hereof, or any formaterial breach in bad faith by such Indemnitee of such Indemnitee’sits express obligations hereunderunder the Loan Documents or under any other Loan Document, if the Company, such other Loan Party or the Specified Designated Borrower has obtained# a final and nonappealable judgmentdispute solely among Indemnitees (other than a dispute involving a claim against an Indemnitee in its favorcapacity as an arranger or agent in respect of the Agreement, and in any such event described in this [clause (iii)] solely to the extent that the underlying dispute does not arise as a result of any action, inaction, representation or misrepresentation of, or information provided, or that was failed to be provided, by or 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, andbehalf of, the Company shall bear the reasonable fees, costs and expensesor any 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.its Subsidiaries).