Indemnification. Each Borrower and Guarantor shall, jointly and severally, indemnify and hold Administrative Agent, Issuing Bank, Sustainability Structuring Agent, Swing Line Lender and each Lender, and its officers, directors, agents, employees, advisors and counsel and their respective Affiliates (each such person being an “Indemnitee”), harmless from and against any and all losses, claims, damages, liabilities, costs or expenses (including attorneys’ fees and expenses) imposed on, incurred by or asserted against any of them in connection with any litigation, investigation, claim or proceeding commenced or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administration of this Agreement, any other Financing Agreements, or any undertaking or proceeding related to any of the transactions contemplated hereby or any act, omission, event or transaction related or attendant thereto, including amounts paid in settlement, court costs, and the fees and expenses of counsel except that Borrowers and Guarantors shall not have any obligation under this Section 11.5 to indemnify an Indemnitee with respect to a matter covered hereby to the extent resulting from the gross negligence or wilful misconduct of such Indemnitee as determined pursuant to a final, non-appealable order of a court of competent jurisdiction (but without limiting the obligations of Borrowers or Guarantors as to any other Indemnitee). To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it violates any law or public policy, Borrowers and Guarantors shall pay the maximum portion which it is permitted to pay under applicable law to Administrative Agent, Sustainability Structuring Agent and Lenders in satisfaction of indemnified matters under this Section. To the extent permitted by applicable law, no Borrower or Guarantor shall assert, and each Borrower and Guarantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any of the other Financing Agreements or any undertaking or transaction contemplated hereby. All amounts due under this Section shall be payable upon demand. The foregoing indemnity shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Indemnification. Each Borrower and Guarantor shall, jointly and severally,Indemnification by the Borrower. The Borrowers shall indemnify and holdthe Administrative Agent, Issuing Bank,Agent (and any sub agent thereof), each Arranger, the Sustainability Structuring Agent, Swing Lineeach Lender and each Lender,L/C Issuer, and its officers, directors, agents, employees, advisors and counsel and their respective Affiliateseach Related Party of any of the foregoing Persons (each such personPerson being called an “Indemnitee”), against, and hold each Indemnitee harmless from and againstfrom, any and all losses, claims, damages, liabilities, costs orliabilities and related expenses (including attorneys’the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses) imposed on,time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any of them in connection withIndemnitee by any litigation, investigation, claimthird party or proceeding commencedby the Borrowers or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administration of this Agreement, any other Financing Agreements, or any undertaking or proceeding related to any of the transactions contemplated hereby or any act, omission, event or transaction related or attendant thereto, including amounts paid in settlement, court costs, and the fees and expenses of counsel except that Borrowers and Guarantors shall not have any obligation under this Section 11.5 to indemnify an Indemnitee with respect to a matter covered hereby to the extent resulting from the gross negligence or wilful misconduct of such Indemnitee as determined pursuant to a final, non-appealable order of a court of competent jurisdiction (but without limiting the obligations of Borrowers or Guarantors as to any other Indemnitee). To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it violates any law or public policy, Borrowers and Guarantors shall pay the maximum portion which it is permitted to pay under applicable law to Administrative Agent, Sustainability Structuring Agent and Lenders in satisfaction of indemnified matters under this Section. To the extent permitted by applicable law, no Borrower or Guarantor shall assert, and each Borrower and Guarantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)Loan Party arising out of, in connection with, or as a result of,of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder, 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 Financing AgreementsLoan 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 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 actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any undertakingof their Subsidiaries, or transaction contemplated hereby. All amounts due under this Section shall be payable upon demand. The foregoingany Environmental Liability related in any way to the Borrowers or any of their 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 Borrowers 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 survivenot, as to any Indemnitee, be available to the paymentextent 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 Obligationsgross negligence or willful misconduct of such Indemnitee or # result from a claim brought by the Borrowers 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, or is in connection with any controversy, dispute or litigation in which the Borrowers are determined to be the prevailing party, if the Borrowers or such other Loan Party has obtained a final and the termination or non-renewalnonappealable judgment in its favor on such claim as determined by a court of this Agreement.competent jurisdiction.

Indemnification. Each Borrower and Guarantor shall, jointly and severally,Indemnification by the Borrower. The Borrowers shall indemnify and holdthe Administrative Agent, Issuing Bank,Agent (and any sub agent thereof), each Arranger, the Sustainability Structuring Agent, Swing Lineeach Lender and each Lender,L/C Issuer, and its officers, directors, agents, employees, advisors and counsel and their respective Affiliateseach Related Party of any of the foregoing Persons (each such personPerson being called an “Indemnitee”), against, and hold each Indemnitee harmless from and againstfrom, any and all losses, claims, damages, liabilities, costs orliabilities and related expenses (including attorneys’the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and expenses) imposed on,time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any of them in connection withIndemnitee by any litigation, investigation, claimthird party or proceeding commencedby the Borrowers or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administration of this Agreement, any other Financing Agreements, or any undertaking or proceeding related to any of the transactions contemplated hereby or any act, omission, event or transaction related or attendant thereto, including amounts paid in settlement, court costs, and the fees and expenses of counsel except that Borrowers and Guarantors shall not have any obligation under this Section 11.5 to indemnify an Indemnitee with respect to a matter covered hereby to the extent resulting from the gross negligence or wilful misconduct of such Indemnitee as determined pursuant to a final, non-appealable order of a court of competent jurisdiction (but without limiting the obligations of Borrowers or Guarantors as to any other Indemnitee). To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it violates any law or public policy, Borrowers and Guarantors shall pay the maximum portion which it is permitted to pay under applicable law to Administrative Agent, Sustainability Structuring Agent and Lenders in satisfaction of indemnified matters under this Section. To the extent permitted by applicable law, no Borrower or Guarantor shall assert, and each Borrower and Guarantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)Loan Party arising out of, in connection with, or as a result of,of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder, 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 Financing AgreementsLoan 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 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 actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any undertakingof their Subsidiaries, or transaction contemplated hereby. All amounts due under this Section shall be payable upon demand. The foregoingany Environmental Liability related in any way to the Borrowers or any of their 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 Borrowers 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 survivenot, as to any Indemnitee, be available to the paymentextent 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 Obligationsgross negligence or willful misconduct of such Indemnitee or # result from a claim brought by the Borrowers 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, or is in connection with any controversy, dispute or litigation in which the Borrowers are determined to be the prevailing party, if the Borrowers or such other Loan Party has obtained a final and the termination or non-renewalnonappealable judgment in its favor on such claim as determined by a court of this Agreement.competent jurisdiction.

Indemnification. Each BorrowerIndemnification by ​. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), the Sustainability Coordinator, each Arranger, each Lender and Guarantor shall, jointlythe L/C Issuer, and severally, indemnifyeach Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold Administrative Agent, Issuing Bank, Sustainability Structuring Agent, Swing Line Lender and each Lender, and its officers, directors, agents, employees, advisors and counsel and their respective Affiliates (each such person being an “Indemnitee”),Indemnitee harmless from and againstfrom, any and all losses, claims, damages, liabilities, costs orliabilities and related expenses (including attorneys’ feesthe fees, charges and expenses) imposed on,disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any of them in connection withIndemnitee by any litigation, investigation, claimthird party or proceeding commencedby any Borrower or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administration of this Agreement, any other Financing Agreements, or any undertaking or proceeding related to any of the transactions contemplated hereby or any act, omission, event or transaction related or attendant thereto, including amounts paid in settlement, court costs, and the fees and expenses of counsel except that Borrowers and Guarantors shall not have any obligation under this Section 11.5 to indemnify an Indemnitee with respect to a matter covered hereby to the extent resulting from the gross negligence or wilful misconduct of such Indemnitee as determined pursuant to a final, non-appealable order of a court of competent jurisdiction (but without limiting the obligations of Borrowers or Guarantors as to any other Indemnitee). To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it violates any law or public policy, Borrowers and Guarantors shall pay the maximum portion which it is permitted to pay under applicable law to Administrative Agent, Sustainability Structuring Agent and Lenders in satisfaction of indemnified matters under this Section. To the extent permitted by applicable law, no Borrower or Guarantor shall assert, and each Borrower and Guarantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)Loan Party arising out of, in connection with, or as a result of,of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or 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 Financing AgreementsLoan 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 or operated by any Borrower or any undertakingof its Subsidiaries, or transaction contemplated hereby. All amounts due under this Section shall be payable upon demand. The foregoingany 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 ​ 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 survivenot, as to any Indemnitee, be available to the paymentextent 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 Obligationsgross negligence or willful misconduct of such Indemnitee or # result from a claim brought by ​ 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 ​ or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the termination orprovisions 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-renewal of this Agreement.Tax claim.

Indemnification. Each Borrower and Guarantor shall, jointly and severally,Indemnity. The Borrowers further agree to defend, protect, indemnify and hold harmless the Administrative Agent, Issuing Bank, Sustainability Structuringany Co-Syndication Agent, Swing Linethe Documentation Agent, each Arranger, each Lender and each Lender,Issuing Bank and itseach of their respective Affiliates, and each of such Agents’, Arrangers’, Lenders’, Issuing Banks’ and Affiliates’ respective officers, directors, agents,trustees, investment advisors, employees, advisorsattorneys and counsel and their respective Affiliates (each such person being an “Indemnitee”agents (collectively, the “Indemnitees”), harmlessbased upon its obligations, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damages, liabilities, costscosts, expenses of any kind or expenses (including attorneys’nature whatsoever (including, without limitation, the fees and expenses)disbursements of outside counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by or asserted against such Indemnitees in any of them in connection with any litigation, investigation, claimmanner relating to or proceeding commenced or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administrationarising out of this Agreement, any other Financing Agreements,Agreement or any undertaking or proceeding related to any of the transactions contemplated herebyother Loan Documents, or any act, omission, event or transaction related or attendant thereto, including amounts paid in settlement, court costs,thereto or to the making of the Loans, and the issuance of and participation in Letters of Credit hereunder, the management of such Loans or Letters of Credit, the use or intended use of the proceeds of the Loans or Letters of Credit hereunder, or any of the other transactions contemplated by the Loan Documents, or any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or wanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and expensescosts of counsel except thatinvestigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any Environmental Laws arising from or in connection with the past, present or future operations of the Company, its Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective property of the Company or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Company or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, the Borrowers and Guarantors shall not have any obligation under this Section 11.5 to indemnify an Indemnitee hereunder with respect to a matter covered herebyIndemnified Matters to the extent resulting from the gross negligence or wilful misconduct of such Indemnitee as determined pursuant tofound in a final,final non-appealable order ofjudgment by a court of competent jurisdiction (but without limitingto have arisen from the obligationswillful misconduct or gross negligence of Borrowers or Guarantors assuch Indemnitee with respect to any other Indemnitee). To the extent thatLoan Documents. If the undertaking to indemnify, pay and hold harmless set forth in this Sectionthe preceding sentence may be unenforceable because it violatesis violative of any law or public policy, Borrowers and Guarantorseach Borrower shall paycontribute the maximum portion which it is permitted to pay and satisfy under applicable lawlaw, to Administrative Agent, Sustainability Structuring Agentthe payment and Lenders in satisfaction of indemnified matters under this Section. Toall Indemnified Matters incurred by the extent permitted by applicable law, no Borrower or Guarantor shall assert, and each Borrower and Guarantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any of the other Financing Agreements or any undertaking or transaction contemplated hereby. All amounts due under this Section shall be payable upon demand. The foregoing indemnity shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.Indemnitees.

Indemnification. Each Borrower and Guarantor shall, jointly and severally,Indemnity. The Borrowers further agree to defend, protect, indemnify and hold harmless the Administrative Agent, Issuing Bank, Sustainability Structuringany Co-Syndication Agent, Swing Lineeach Arranger, each Lender and each Lender,Issuing Bank and itseach of their respective Affiliates, and each of such Agents’, Arrangers’, Lenders’, Issuing Banks’ and Affiliates’ respective officers, directors, agents,trustees, investment advisors, employees, advisorsattorneys and counsel and their respective Affiliates (each such person being an “Indemnitee”agents (collectively, the “Indemnitees”), harmlessbased upon its obligations, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damages, liabilities, costscosts, expenses of any kind or expenses (including attorneys’nature whatsoever (including, without limitation, the fees and expenses)disbursements of outside counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by or asserted against such Indemnitees in any of them in connection with any litigation, investigation, claimmanner relating to or proceeding commenced or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administrationarising out of this Agreement, any other Financing Agreements,Agreement or any undertaking or proceeding related to any of the transactions contemplated herebyother Loan Documents, or any act, omission, event or transaction related or attendant thereto, including amounts paid in settlement, court costs,thereto or to the making of the Loans, and the issuance of and participation in Letters of Credit hereunder, the management of such Loans or Letters of Credit, the use or intended use of the proceeds of the Loans or Letters of Credit hereunder, or any of the other transactions contemplated by the Loan Documents, or any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or wanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and expensescosts of counsel except thatinvestigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any Environmental Laws arising from or in connection with the past, present or future operations of ​, its Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective property of ​ or its Subsidiaries, the presence of asbestos-containing materials at any respective property of ​ or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, the Borrowers and Guarantors shall not have any obligation under this Section 11.5 to indemnify an Indemnitee hereunder with respect to a matter covered herebyIndemnified Matters to the extent resulting from the gross negligence or wilful misconduct of such Indemnitee as determined pursuant tofound in a final,final non-appealable order ofjudgment by a court of competent jurisdiction (but without limitingto have arisen from the obligationswillful misconduct or gross negligence of Borrowers or Guarantors assuch Indemnitee with respect to any other Indemnitee). To the extent thatLoan Documents. If the undertaking to indemnify, pay and hold harmless set forth in this Sectionthe preceding sentence may be unenforceable because it violatesis violative of any law or public policy, Borrowers and Guarantorseach Borrower shall paycontribute the maximum portion which it is permitted to pay and satisfy under applicable lawlaw, to Administrative Agent, Sustainability Structuring Agentthe payment and Lenders in satisfaction of indemnified matters under this Section. Toall Indemnified Matters incurred by the extent permitted by applicable law, no Borrower or Guarantor shall assert, and each Borrower and Guarantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any of the other Financing Agreements or any undertaking or transaction contemplated hereby. All amounts due under this Section shall be payable upon demand. The foregoing indemnity shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.Indemnitees.

Indemnification. EachIndemnification by the Borrower. The Borrower and Guarantor shall, jointly and severally,shall indemnify and holdthe Administrative Agent, Issuing Bank, Sustainability Structuring Agent, Swing LineAgent (and any sub-agent thereof), each Lender and each Issuing Lender, and its officers, directors, agents, employees, advisors and counsel and their respective Affiliateseach Related Party of any of the foregoing Persons (each such personPerson being called an “Indemnitee”"Indemnitee"), against, and hold each Indemnitee harmless fromfrom, and againstshall pay or reimburse any such Indemnitee for, any and all losses, claims,claims (including, without limitation, any Environmental Claims), penalties, damages, liabilities, costs orliabilities and related expenses (including attorneys’ feesthe fees, charges and expenses) imposed on,disbursements of one primary counsel for 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 of them in connection withIndemnitee by any litigation, investigation, claimPerson (including the Borrower or proceeding commenced or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administration of this Agreement, any other Financing Agreements, or any undertaking or proceeding related to any of the transactions contemplated hereby or any act, omission, event or transaction related or attendant thereto, including amounts paid in settlement, court costs, and the fees and expenses of counsel except that Borrowers and Guarantors shall not have any obligation under this Section 11.5 to indemnify an Indemnitee with respect to a matter covered hereby to the extent resulting from the gross negligence or wilful misconduct ofCredit Party), other than such Indemnitee as determined pursuant to a final, non-appealable order of a court of competent jurisdiction (but without limiting the obligations of Borrowers or Guarantors as to any other Indemnitee). To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it violates any law or public policy, Borrowers and Guarantors shall pay the maximum portion which it is permitted to pay under applicable law to Administrative Agent, Sustainability Structuring Agent and Lenders in satisfaction of indemnified matters under this Section. To the extent permitted by applicable law, no Borrower or Guarantor shall assert, and each Borrower and Guarantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)its Related Parties, arising out of, in connection with, or as a result of,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 other Financing Agreementstransactions contemplated hereby or thereby (including, without limitation, the Transactions), # any Loan or Letter of Credit or the use or proposed use of the proceeds 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 release of Hazardous Materials on or from any property owned or operated by any Credit Party or any undertakingSubsidiary thereof, or transactionany Environmental Claim related in any way to any Credit Party or any Subsidiary, # 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 any Credit Party or any 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 hereby. All amounts due under this Section shall be payable upon demand. The foregoingby 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 survivenot, as to any Indemnitee, be available to the paymentextent 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 Obligationsgross negligence, bad faith or willful misconduct of such Indemnitee, # result from a claim brought by any Credit Party or any Subsidiary thereof against an Indemnitee for material breach of such Indemnitee's obligations hereunder or under any other Loan Document, if such Credit Party or such Subsidiary has obtained a final and the terminationnonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or non-renewal# arise out of this Agreement.a dispute that is solely between Lenders in their capacities as Lenders (and not in any Lender's capacity as Arranger, Administrative Agent, Swingline Lender or Issuing Lender) and not arising out of any act or omission of any Credit Party or any Subsidiary or Affiliate thereof. This Section 12.3(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. EachIndemnification by the Borrower. The Borrower and Guarantor shall, jointly and severally,shall indemnify and holdthe Administrative Agent, the Collateral Agent, the Issuing Bank, Sustainability Structuring Agent, Swing Line LenderBank and each Lender, and its officers, directors, agents, employees, advisors and counsel and their respective Affiliateseach Related Party of any of the foregoing Persons (each such personPerson being called an “Indemnitee”), against, and hold each Indemnitee harmless from and againstfrom, any and all losses, claims, damages, liabilities, costsliabilities and related expenses (other than Taxes or expenses (including attorneys’ feesOther Taxes which shall only be indemnified by the Borrower to the extent provided in [Section 2.16]), including the fees, charges and expenses) imposed on,disbursements of any counsel for any Indemnitee, incurred by or asserted against any of them in connection with any litigation, investigation, claim or proceeding commenced or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administration of this Agreement, any other Financing Agreements, or any undertaking or proceeding related to any of the transactions contemplated hereby or any act, omission, event or transaction related or attendant thereto, including amounts paid in settlement, court costs, and the fees and expenses of counsel except that Borrowers and Guarantors shall not have any obligation under this Section 11.5 to indemnify an Indemnitee with respect to a matter covered hereby to the extent resulting from the gross negligence or wilful misconduct of such Indemnitee as determined pursuant to a final, non-appealable order of a court of competent jurisdiction (but without limiting the obligations of Borrowers or Guarantors as to any other Indemnitee). To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it violates any law or public policy, Borrowers and Guarantors shall pay the maximum portion which it is permitted to pay under applicable law to Administrative Agent, Sustainability Structuring Agent and Lenders in satisfaction of indemnified matters under this Section. To the extent permitted by applicable law, no Borrower or Guarantor shall assert, and each Borrower and Guarantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of,of # the execution or delivery of this Agreement,Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder 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 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 prospective claim, litigation, investigation or proceeding relating to any of the other Financing Agreementsforegoing, whether based on contract, tort or any undertakingother theory and regardless of whether any Indemnitee is a party thereto or transaction contemplated hereby. All amounts due# 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 of such Indemnitee or # a claim brought by the Borrower or any Obligor against such Indemnitee for material breach in bad faith of such Indemnitee’s obligations under this Section shall be payable upon demand. The foregoing indemnity shall surviveAgreement or the paymentother Loan Documents, if the Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of the Obligations and the termination or non-renewal of this Agreement.competent jurisdiction.

Indemnification. EachThe Borrower and Guarantor shall, jointly and severally,hereby further agrees to indemnify and holdthe Administrative Agent, Issuing Bank, Sustainability Structuring Agent, Swing Line Lenderthe Arranger, each Lender, their respective affiliates, and each Lender, and its officers, directors, agents, employees, advisors and counsel and their respective AffiliatesRelated Party of any of the foregoing Persons (each such personPerson being called an “Indemnitee”“Indemnitee”), harmless from and against any and all losses, claims, damages, liabilities, costs orpenalties, judgments, liabilities and expenses (including attorneys’ fees and expenses) imposed on, incurred byall expenses of litigation or asserted againstpreparation therefor whether or not the Administrative Agent, the Arranger, any Lender or any affiliate is a party thereto) which any of them in connection with any litigation, investigation, claimmay pay or proceeding commencedincur arising out of or threatened relatedrelating to the negotiation, preparation, execution, delivery, enforcement, performance or administration of this Agreement, anythe other Financing Agreements, or any undertaking or proceeding related to any ofLoan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any act, omission, event or transaction related or attendant thereto, including amounts paid in settlement, court costs, and the fees and expenses of counselLoan hereunder except that Borrowers and Guarantors shall not have any obligation under this Section 11.5 to indemnify an Indemnitee with respect to a matter covered hereby to the extent resultingthat they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or wilfulwillful misconduct of such Indemnitee as determined pursuantthe party seeking indemnification. In the case of any investigation, litigation or proceeding to a final, non-appealable order of a court of competent jurisdiction (but without limitingwhich the obligations of Borrowers or Guarantors as to any other Indemnitee). To the extent that the undertaking to indemnify, pay and hold harmless set forthindemnity in this Section mayapplies, such indemnity shall be unenforceable because it violates any laweffective whether or public policy, Borrowers and Guarantors shall paynot such investigation, litigation or proceeding is brought by a third party, by the maximum portion which it is permitted to pay under applicable law to Administrative Agent, Sustainability Structuring Agent and Lenders in satisfactionBorrower or by an affiliate of indemnified mattersthe Borrower. The obligations of the Borrower under this Section. To the extent permitted by applicable law, no Borrower or Guarantor shall assert, and each Borrower and Guarantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any of the other Financing Agreements or any undertaking or transaction contemplated hereby. All amounts due under this Section shall be payable upon demand. The foregoing indemnity[Section 9.5] shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Indemnification. Each BorrowerLenders agree to indemnify each of Administrative Agent and Guarantor shall, jointly and severally, indemnify and hold Administrative Agent, Issuing Bank, Sustainability Structuring Agent, Swing Line LenderAgent (to the extent not reimbursed by Borrowers hereunder and each Lender, and its officers, directors, agents, employees, advisors and counsel andwithout limiting any obligations of Borrowers hereunder) ratably, in accordance with their respective Affiliates (each such person being an “Indemnitee”), harmless from and againstPro Rata Shares, for any and all losses, claims, damages, liabilities, costs or expenses (including attorneys’ feesclaims of any kind and expenses)nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent or Sustainability Structuring Agent (in each case, including by any Lender) arising out of themor by reason of any investigation in connection withor in any litigation, investigation, claimway relating to or proceeding commenced or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administrationarising out of this Agreement,Agreement or any other Financing Agreements,Agreement or any undertakingother documents contemplated by or proceeding relatedreferred to any ofherein or therein or the transactions contemplated hereby or any act, omission, event or transaction related or attendant thereto, including amounts paid in settlement, court costs, andthereby (including the feescosts and expenses that Administrative Agent or Sustainability Structuring Agent is obligated to pay hereunder) or the enforcement of counsel except that Borrowers and Guarantorsany of the terms hereof or thereof or of any such other documents, provided, that, no Lender shall not havebe liable for any obligation under this Section 11.5 to indemnify an Indemnitee with respect to a matter covered herebyof the foregoing to the extent resultingit arises from the gross negligence or wilfulwillful misconduct of such Indemniteethe party to be indemnified as determined pursuant toby a final,final non-appealable orderjudgment of a court of competent jurisdiction (but without limiting the obligations of Borrowers or Guarantors as to any other Indemnitee). To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it violates any law or public policy, Borrowers and Guarantors shall pay the maximum portion which it is permitted to pay under applicable law to Administrative Agent, Sustainability Structuring Agent and Lenders in satisfaction of indemnified matters under this Section. To the extent permitted by applicable law, no Borrower or Guarantor shall assert, and each Borrower and Guarantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any of the other Financing Agreements or any undertaking or transaction contemplated hereby. All amounts due under this Section shall be payable upon demand. The foregoing indemnity shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.