Indemnification by Borrowers. The Borrowers, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), each Credit Party, 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 Attorney Costs), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any 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 or the consummation of the transactions contemplated hereby or thereby, # any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Claim or Environmental Liability related in any way to any Borrower or any of its Subsidiaries, # 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 Borrower, and regardless of whether any Indemnitee is a party thereto or # any government investigation, audit, hearing or enforcement action resulting from any Borrower's or any of its Affiliate's noncompliance (or purported noncompliance) with any applicable Sanctions, other Anti-Terrorism Laws or Anti-Corruption Laws (it being understood and agreed that the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, penalties and other expenses) regardless of whether any adverse finding is made against any Borrower or any of its Affiliates), provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or # result from a claim brought by any Borrower against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if such Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To the extent that the indemnity set forth above in this paragraph shall be held to be unenforceable in whole or in part because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified amounts incurred by Indemnitees or any of them.

Indemnification by Borrowers.the Borrower. The Borrowers, jointly and severally,Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Credit Party,Lender and 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 Attorney Costs)the fees, charges and 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 Indemnitee by any third partyPerson (including the Borrower or by any Borrowerother Credit Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby,thereby (including, without limitation, the Transactions), # any 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 Releaserelease of Hazardous Materials at, on, underon or from any property owned or operated by any BorrowerCredit Party or any of its Subsidiaries,Subsidiary thereof, or any Environmental Claim or Environmental Liability related in any way to any BorrowerCredit Party or any of its Subsidiaries,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 Borrower,Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party theretothereto, or # any governmentclaim (including, without limitation, any Environmental Claims), investigation, audit, hearinglitigation or enforcement action resulting from any Borrower'sother proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of its Affiliate's noncompliance (or purported noncompliance)or in any way connected with the Loans, this Agreement, any applicable Sanctions, other Anti-Terrorism Laws or Anti-Corruption Laws (it being understood and agreed that the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, penalties and other expenses) regardless of whether any adverse finding is made against any BorrowerLoan Document, or any of its Affiliates),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 non-appealablenonappealable judgment to have resulted from the gross negligencenegligence, bad faith or willful misconduct of such Indemnitee orIndemnitee, # result from a claim brought by any BorrowerCredit Party or any Subsidiary thereof against an Indemnitee for material breach in bad faith of such Indemnitee'Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To the extent that the indemnity set forth above in this paragraph shall be held to be unenforceable in whole or in part because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified amounts incurred by Indemnitees or any of them.

Indemnification by Borrowers.the Borrower. The Borrowers, jointly and severally,Borrower shall indemnify the Administrative Agent (and any sub-sub‑agent thereof), each Credit Party,Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee"“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs)the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by anythe 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 orthereunder, 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 Releaserelease of Hazardous Materials at, on, underon or from any property owned or operated by anythe Borrower or any of its Subsidiaries, or any Environmental Claim or 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 anythe Borrower, and regardless of whether any Indemnitee is a party thereto or # any government investigation, audit, hearing or enforcement action resulting from any Borrower's or any of its Affiliate's noncompliance (or purported noncompliance) with any applicable Sanctions, other Anti-Terrorism Laws or Anti-Corruption Laws (it being understood and agreed that the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, penalties and other expenses) regardless of whether any adverse finding is made against any Borrower or any of its Affiliates),thereto; provided that such indemnity shall not, as to any Indemnitee, be available # to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and non-appealablenonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or # result from a claim brought by anythe Borrower against an Indemnitee for material breach in bad faith of such Indemnitee'Indemnitee’s obligations hereunder or under any other Loan Document, if suchthe Borrower has obtained a final and non-appealablenonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Tojurisdiction and # with respect to a dispute among two or more Indemnitees which does not arise as a result of the extentaction or inaction of the Borrower. 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 the indemnity set forth above in this paragraph shall be held to be unenforceable in whole or in part because it is violative ofrepresent losses, claims, damages, etc. arising from any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified amounts incurred by Indemnitees or any of them.non-Tax claim.

Indemnification by Borrowers.the Borrower. The Borrowers,Borrower shall, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), the Multicurrency Administrative Agent (and any sub-agent thereof), each Credit Party,Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee"“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs),the fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by a Borrower or any Borrowerother Loan Party arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties and the Multicurrency 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 Releaserelease of Hazardous Materials at, on, underon or from any property owned or operated by anythe Borrower or any of its Subsidiaries, or any Environmental Claim or 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 a Borrower or any Borrower,other Loan Party, and regardless of whether any Indemnitee is a party thereto or # any government investigation, audit, hearing or enforcement action resulting from any Borrower's or any of its Affiliate's noncompliance (or purported noncompliance) with any applicable Sanctions, other Anti-Terrorism Laws or Anti-Corruption Laws (it being understood and agreed that the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, penalties and other expenses) regardless of whether any adverse finding is made against any Borrower or any of its Affiliates),thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and non-appealablenonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or # result from a claim brought by a Borrower or any Borrowerother Loan Party against an Indemnitee for breach in bad faith of such Indemnitee'Indemnitee’s obligations hereunder or under any other Loan Document, if a Borrower or such BorrowerLoan Party has obtained a final and non-appealablenonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To the extent that the indemnity set forth above in this paragraph shall be held to be unenforceable in whole or in part because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified amounts incurred by Indemnitees or any of them.

Indemnification by Borrowers.the Borrower. The Borrowers, jointly and severally,Borrower shall indemnify the Administrative Agent (and any sub-agent thereof),Agent, the Collateral Agent, the Issuing Bank and each Credit Party,Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee"“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs)(other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in [Section 2.16]), including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan DocumentAgreement or any agreement or instrument contemplated hereby or thereby,hereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby,hereby, # any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C IssuerIssuing 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 at, on, under or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Claim or Environmental Liability related in any way to any Borrower or any of its Subsidiaries, # 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 Borrower,theory and regardless of whether any Indemnitee is a party thereto or # any government investigation, audit, hearingactual or enforcement action resultingalleged presence or release of Hazardous Materials on or from any Borrower'sproperty currently or formerly owned or operated by the Borrower or the Subsidiaries, or any of its Affiliate's noncompliance (or purported noncompliance) withEnvironmental Liability related in any applicable Sanctions, other Anti-Terrorism Laws or Anti-Corruption Laws (it being understood and agreed thatway to the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, penalties and other expenses) regardless of whether any adverse finding is made against any Borrower or any of its Affiliates),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 non-appealablenonappealable judgment to have resulted from # the willful misconduct or gross negligence or willful misconduct of such Indemnitee or # result from a claim brought by the Borrower or any BorrowerObligor against ansuch Indemnitee for material breach in bad faith of such Indemnitee'Indemnitee’s obligations hereunderunder this Agreement or under anythe other Loan Document,Documents, if the Borrower or such BorrowerObligor has obtained a final and non-appealablenonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To the extent that the indemnity set forth above in this paragraph shall be held to be unenforceable in whole or in part because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified amounts incurred by Indemnitees or any of them.

Indemnification by Borrowers.the Borrower. The Borrowers, jointly and severally,Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Credit Party,Lender and each Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, 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 Attorney Costs)the fees, charges and 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 Indemnitee by any third partyPerson (including the Borrower or by any Borrowerother Credit Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby,thereby (including, without limitation, the Transactions), # any 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 Releaserelease of Hazardous Materials at, on, underon or from any property owned or operated by any BorrowerCredit Party or any of its Subsidiaries,Subsidiary thereof, or any Environmental Claim or Environmental Liability related in any way to any BorrowerCredit Party or any of its Subsidiaries,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 Borrower,Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party theretothereto, or # any governmentclaim (including, without limitation, any Environmental Claims), investigation, audit, hearinglitigation or enforcement action resulting from any Borrower'sother proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of its Affiliate's noncompliance (or purported noncompliance)or in any way connected with the Loans, this Agreement, any applicable Sanctions, other Anti-Terrorism Laws or Anti-Corruption Laws (it being understood and agreed that the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, penalties and other expenses) regardless of whether any adverse finding is made against any BorrowerLoan Document, or any of its Affiliates),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 non-appealablenonappealable judgment to have resulted from the gross negligencenegligence, bad faith or willful misconduct of such Indemnitee orIndemnitee, # result from a claim brought by any BorrowerCredit Party or any Subsidiary thereof against an Indemnitee for material breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if such BorrowerCredit Party or such Subsidiary has obtained a final and non-appealablenonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To the extentjurisdiction or # arise out of a dispute that the indemnity set forth aboveis solely between Lenders in this paragraph shall be held to be unenforceabletheir capacities as Lenders (and not in wholeany Lender's capacity as Arranger, Administrative Agent, Swingline Lender or in part because it is violativeIssuing Lender) and not arising out of any lawact or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfactionomission of all indemnified amounts incurred by Indemniteesany Credit Party or any of them.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 by Borrowers.the Borrower. The Borrowers, jointly and severally,Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Credit Party,Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee"“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilitiesliabilities, penalties and related reasonable, out-of-pocket expenses (including Attorney Costs)the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (but excluding the allocated cost of internal counsel)) (other than those provided for 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 the Borrower or any Borrowerother Loan Party arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, # any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or Releaserelease of Hazardous Materials at, on, underon or from any property owned or operated by anythe Borrower or any of its Subsidiaries, or any Environmental Claim or 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 Borrower or any Borrower,other Loan Party, and regardless of whether any Indemnitee is a party theretothereto, in all cases, whether or # any government investigation, audit, hearingnot caused by or enforcement action resulting from any Borrower'sarising, in whole or anyin part, out of its Affiliate's noncompliance (or purported noncompliance) with any applicable Sanctions, other Anti-Terrorism Lawsthe comparative, contributory or Anti-Corruption Laws (it being understood and agreed thatsole negligence of the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, penalties and other expenses) regardless of whether any adverse finding is made against any Borrower or any of its Affiliates),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 non-appealablenonappealable judgment to have resulted from the gross negligencenegligence, bad faith or willful misconduct of such Indemnitee orIndemnitee, # result from a claim brought by the Borrower or any Borrowerother Loan Party against an Indemnitee for breach in bad faith of such Indemnitee'Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such BorrowerLoan Party has obtained a final and non-appealablenonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Tojurisdiction or # result from a claim solely brought by one Indemnitee against another Indemnitee except to the extent thatsuch claim # involves any act or omission by the indemnity set forth above in this paragraph shall be held to be unenforceable in whole or in part because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified amounts incurred by Indemnitees or any of them.its Subsidiaries or Affiliates or # relates to any action or inaction of an Indemnitee in its capacity as Administrative Agent (or any sub-agent thereof) or Arranger; and provided, further, that the Borrower’s reimbursement and indemnification obligations with respect to the fees, charges and disbursements of counsel for the Indemnitees in connection with indemnification claims arising out of the same facts or circumstances shall be limited to the reasonable and documented fees and reasonable and documented out-of-pocket charges and disbursements of # one counsel to the Indemnitees taken as a whole, # one local counsel (including foreign counsel) in each relevant jurisdiction to the Indemnitees take as a whole and # in the case of an actual or potential conflict of interest, one additional firm of counsel (and local counsel) in each relevant jurisdiction for each group of affected Indemnitees subject to such conflict and similarly situated. Without limiting the provisions of [Section 3.01(e)], this [Section 10.04(b)] shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers, jointly and severally,Borrowers shall indemnify the Administrative AgentAgents (and any sub-agent thereof), the Syndication Agent, the Arrangers, each Credit Party,Lender, each L/C Issuer and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee"“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs)the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any BorrowerLoan Party arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, # any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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 actual or alleged presence or Release of Hazardous Materials at, on, underon or from any property currently or formerly owned or operated by any Borrower or any of its Restricted Subsidiaries, or any other Environmental Claim or Environmental Liability related in any way to any Borrower or any of its Subsidiaries,Restricted Subsidiary, 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 any Borrower,Loan Party or any of such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto or # any government investigation, audit, hearing or enforcement action resulting from any Borrower's or any of its Affiliate's noncompliance (or purported noncompliance) with any applicable Sanctions, other Anti-Terrorism Laws or Anti-Corruption Laws (it being understood and agreed that the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, penalties and other expenses) regardless of whether any adverse finding is made against any Borrower or any of its Affiliates),thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or # result from a claim brought by any BorrowerLoan Party against an Indemnitee for a material breach in bad faith of such Indemnitee'Indemnitee’s obligations hereunder or under any other Loan Document, if such BorrowerLoan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To the extent that the indemnity set forth above in this paragraph shall be held to be unenforceable in whole or in part because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified amounts incurred by Indemnitees or any of them.

Indemnification by the Borrowers. The Borrowers, jointly and severally,Borrowers shall indemnify the Administrative AgentAgents (and any sub-agent thereof), the Syndication Agent, the Arrangers, each Credit Party,​, each L/C Issuer and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee"“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs)the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any BorrowerLoan Party arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, # any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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 actual or alleged presence or Release of Hazardous Materials at, on, underon or from any property currently or formerly owned or operated by any Borrower or any of its Restricted Subsidiaries, or any other Environmental Claim or Environmental Liability related in any way to any Borrower or any of its Subsidiaries,Restricted Subsidiary, 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 any Borrower,Loan Party or any of such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto or # any government investigation, audit, hearing or enforcement action resulting from any Borrower's or any of its Affiliate's noncompliance (or purported noncompliance) with any applicable Sanctions, other Anti-Terrorism Laws or Anti-Corruption Laws (it being understood and agreed that the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, penalties and other expenses) regardless of whether any adverse finding is made against any Borrower or any of its Affiliates),thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or # result from a claim brought by any BorrowerLoan Party against an Indemnitee for a material breach in bad faith of such Indemnitee'Indemnitee’s obligations hereunder or under any other Loan Document, if such BorrowerLoan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To the extent that the indemnity set forth above in this paragraph shall be held to be unenforceable in whole or in part because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified amounts incurred by Indemnitees or any of them.

Indemnification by Borrowers.the Loan Parties. The Borrowers, jointly and severally,Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Credit Party,Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee"“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs)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 Borrowerother Loan Party) arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), # any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or Release of Hazardous Materials at, on, underon or from any property ownedowned, leased or operated by any Borrowera Loan Party or any of its Subsidiaries, or any Environmental Claim or 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 Borrower or any Borrower,other Loan Party, and regardless of whether any Indemnitee is a party thereto or # any government investigation, audit, hearing or enforcement action resulting from any Borrower's or any of its Affiliate's noncompliance (or purported noncompliance) with any applicable Sanctions, other Anti-Terrorism Laws or Anti-Corruption Laws (it being understood and agreed that the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, penalties and other expenses) regardless of whether any adverse finding is made against any Borrower or any of its Affiliates),thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or # resultIndemnitee. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from a claim brought by any Borrower against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if such Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To the extent that the indemnity set forth above in this paragraph shall be held to be unenforceable in whole or in part because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified amounts incurred by Indemnitees or any of them.Tax claim.