Each Credit Party agrees to indemnify the Administrative Agent, the Lead Arrangers, each LC Issuer, each Lender, and their respective Affiliates and their respective directors, officers employees and agents (collectively, the “ Indemnitees ”) from and hold each of them harmless against any and all losses (other than lost profits), liabilities, claims, damages and reasonable and documented fees and expenses incurred by any of them as a result of, or arising out of, or in connection with any related transaction or any claim, investigation, litigation or other proceeding (whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or the U.S. Borrower or any of its Affiliates or shareholders) related to the entering into and/or performance of any Loan Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Loan Document or any of the other Transactions and to reimburse each such Indemnitee upon demand for any reasonable and documented fees and expenses, joint or several, incurred in connection with investigating or defending any of the foregoing, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other Governmental Authority having jurisdiction over it that is not in any way related to the entering into and/or performance of any Loan Document, including the reasonable documented fees, disbursements and other charges of one outside counsel for all Indemnitees, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and one additional counsel for all such Indemnitees, taken as a whole, in the event of an actual conflict incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses of any Indemnitee to the extent (A) arising from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or such Indemnitee’s Related Parties (but in the case of any agent, advisor or other representative, only to the extent such agent or advisor was acting at the direction of the applicable Indemnitee) or (y) a material breach by such Indemnitee or such Indemnitee’s Related Parties of their obligations under the Loan Documents, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction or (B) arising solely from a dispute among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent, Lead Arranger or similar role under the Loan Documents) not involving or resulting from any action or inaction of the U.S. Borrower or any of its Affiliates).