Common use of Costs and Expenses Indemnification Damage Waiver Clause in Contracts

Costs and Expenses Indemnification Damage Waiver. (a) Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by Administrative Agent and Collateral Agent, including the reasonable fees, charges and disbursements of counsel for Administrative Agent and Collateral Agent (whether outside counsel or the allocated costs of its internal legal department), in connection with the Facility provided for herein, the preparation and administration of the Margin Loan Documents or any amendments, modifications or waivers of the provisions of the Margin Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated but only so long as the Lenders are ready, willing and able to make the Advances contemplated by this Agreement upon satisfaction of all conditions precedent to the making of such Advances) (the “Lender Expenses”), but only up to an aggregate amount equal to the Lender Expenses Cap, and (ii) all expenses incurred by Administrative Agent, Collateral Agent or the Lenders or any of their respective Affiliates, including the fees, charges and disbursements of any counsel (whether outside counsel or the allocated costs of its internal legal department), in connection with the enforcement, collection or protection of its rights in connection with the Margin Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including, subject to Section 9.01(d), all such expenses incurred during any workout, restructuring or negotiations in respect of such Advances. (b) Borrower shall indemnify Administrative Agent, Collateral Agent and each Lender (and any sub-agent thereof) 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, incurred by or asserted against any Indemnitee by any third party or by Borrower or any Related Party of Borrower arising out of, in connection with, or as a result of (i) the preparation, negotiation, execution, delivery or administration of this Agreement, any other Margin 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 enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplated by this Agreement, any other Margin Loan Document or any agreement or instrument contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom, or (iii) 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 Borrower or any other Related Party of 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 (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or (y) arise out of any dispute among Indemnitees (other than a dispute involving claims against Administrative Agent or Collateral Agent, in each case in their respective capacities as such) that did not involve actions or omissions of Borrower, Guarantor or their respective Affiliates. (c) To the fullest extent permitted by applicable Law, Borrower shall not assert, and 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 other Margin Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or the use of the proceeds thereof. No Indemnitee referred to in Subsection (b) above shall be liable for 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 Margin Loan Document or the transactions contemplated hereby or thereby, except to the extent such charges result from the willful misconduct, bad faith or gross negligence of such Indemnitee. (d) All amounts due under this Section shall be payable not later than ten Business Days after demand therefor. (e) To the extent that Borrower fails to pay any amount required to be paid by it to Administrative Agent or any Related Party thereof under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to Administrative Agent or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative Agent in its capacity as such, or against any Related Person acting for Administrative Agent in connection with such capacity. (f) The agreements in this Section shall survive the termination of the Facility and the repayment, satisfaction or discharge of all the other Obligations.

Costs and Expenses Indemnification Damage Waiver. (a) Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by Administrative Agent Xxxxxx and Collateral Agent, including the reasonable fees, charges and disbursements of any outside counsel for Administrative Agent Lender and Collateral Agent (whether outside counsel or the allocated costs of its internal legal department), in connection with the Facility provided for herein, the preparation and administration of the Margin Loan Documents or any amendments, modifications or waivers of the provisions of the Margin Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated but only so long as the Lenders are ready, willing and able to make the Advances contemplated by this Agreement upon satisfaction of all conditions precedent to the making of such Advances) (the “Lender Expenses”), but only up to an aggregate amount equal to the Lender Expenses Cap, and (ii) all expenses incurred by Administrative Agent, Collateral Agent or the Lenders or any of their respective Affiliates, including the fees, charges and disbursements of any counsel (whether outside counsel or the allocated costs of its internal legal department), in connection with the enforcement, collection or protection of its rights in connection with the Margin Collar Loan DocumentsDocumentation, including its rights under this Section, or in connection with the Advances Advance made hereunder, including, subject to Section 9.01(d), including all such reasonable expenses incurred during any workout, restructuring or negotiations in respect of such Advancesthe Advance. (b) Borrower shall indemnify Administrative Agent, Lender and Collateral Agent and each Lender (and any sub-agent thereof) 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 reasonable out-of-pocket expenses, including the fees, charges legal fees and disbursements of any counsel for any Indemniteecollection costs, incurred by or asserted against any Indemnitee such Person by any third party or by Borrower or any Related Party reason of Borrower arising out of, in connection with, or as a result the enforcement and protection of (i) its rights under the preparation, negotiation, execution, delivery or administration of this Agreement, any other Margin Collar Loan Document Documentation or any agreement or instrument contemplated hereby or therebythereby (which, for the performance avoidance of doubt, shall not include any hedging activities by any Indemnitee except to the parties hereto of their respective obligations hereunder or thereunder, the enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplated by this Agreement, any other Margin Loan Document or any agreement or instrument contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom, or (iii) 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 Borrower or any other Related Party of Borrowerextent, and regardless of whether any Indemnitee is a party theretoin the manner, expressly addressed in the Collar Confirmation or Call Spread Confirmation, as the case may be); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or (y) arise out of any dispute among Indemnitees (other than a dispute involving claims against Administrative Agent or Collateral Agent, in each case in their respective capacities as such) that did not involve actions or omissions of Borrower, Guarantor or their respective AffiliatesIndemnitee. (c) To the fullest extent permitted by applicable Law, Borrower shall not assert, and 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 other Margin Collar Loan Document Documentation or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any the Advance or the use of the proceeds thereof. No Indemnitee referred to in Subsection subsection (b) above shall be liable liable, in the absence of gross negligence or willful misconduct of such Indemnitee, for 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 Margin Collar Loan Document Documentation or the transactions contemplated hereby or thereby, except to the extent such charges result from the willful misconduct, bad faith or gross negligence of such Indemnitee. (d) All amounts due under this Section shall be payable not later than ten Business Days after demand thereforon demand. (e) To the extent that Borrower fails to pay any amount required to be paid by it to Administrative Agent or any Related Party thereof under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to Administrative Agent or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative Agent in its capacity as such, or against any Related Person acting for Administrative Agent in connection with such capacity. (f) The agreements in this Section 8.04 shall survive the termination of the Facility and the repayment, satisfaction or discharge of all the other Obligations.

Costs and Expenses Indemnification Damage Waiver. (a) Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by Administrative Agent Lender and Collateral Agent, including the reasonable fees, charges and disbursements of all counsel for Administrative Agent (including any foreign counsel) incurred by Lender and Collateral Agent (whether outside counsel or the allocated costs of its internal legal department)Agent, in connection with the Facility provided for hereinFacility, including, without limitation, the preparation and administration of the Margin Collar Loan Documents Documentation, any syndication of the Facility or any amendments, modifications or waivers of the provisions of the Margin Collar Loan Documents Documentation (whether or not the transactions contemplated hereby or thereby shall be consummated but only so long as the Lenders are ready, willing and able to make the Advances contemplated by this Agreement upon satisfaction of all conditions precedent to the making of such Advances) (the “Lender Expenses”consummated), but only up to an aggregate amount equal to the Lender Expenses Cap, ; and (ii) all expenses incurred by Administrative Lender and Collateral Agent, Collateral Agent or the Lenders or any of their respective Affiliates, including the fees, charges and disbursements of any counsel for Lender and Collateral Agent (whether outside counsel or the allocated costs of its internal legal department), in connection with the enforcement, collection or protection of its rights in connection with the Margin Collar Loan DocumentsDocumentation, including its rights under this Section, or in connection with the Advances Advance made hereunder, including, subject to Section 9.01(d), including all such expenses incurred during any workout, restructuring or negotiations in respect of such Advancesthe Advance. (b) Borrower shall indemnify Administrative Agent, Lender and Collateral Agent and each Lender (and any sub-agent thereof) 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, incurred by or asserted against any Indemnitee by any third party or by Borrower or any Related Party of Borrower arising out of, in connection with, or as a result of (i) the preparation, negotiation, execution, delivery or administration of this Agreement, any other Margin Collar Loan Document Documentation or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplated by this Agreement, any other Margin Collar Loan Document Documentation or any agreement or instrument contemplated hereby or thereby, (ii) any the Advance or the use or proposed use of the proceeds therefrom, or (iii) 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 Borrower or any other Related Party of Borrower, any shareholder of Borrower, and regardless of whether any Indemnitee is a party theretothereto or (iv) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower or any of its 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 (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or (y) arise out of any dispute among Indemnitees (other than a dispute involving claims against Administrative Agent or Collateral Agent, in each case in their respective capacities as such) that did not involve actions or omissions of Borrower, Guarantor or their respective AffiliatesIndemnitee. (c) To the fullest extent permitted by applicable Law, Borrower shall not assert, and 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 other Margin Collar Loan Document Documentation or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any the Advance or the use of the proceeds thereof; provided that nothing in this subsection (c) shall relieve Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. No Indemnitee referred to in Subsection subsection (b) above shall be liable for 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 Margin Collar Loan Document Documentation or the transactions contemplated hereby or thereby, except to the extent such charges result from the willful misconduct, bad faith or gross negligence of such Indemnitee. (d) Without limiting any other provision herein or in any other Collar Loan Documentation, after the occurrence of an Event of Default, Borrower shall pay, on demand, Lender’s, Collateral Agent’s or its Affiliates’ costs, charges, losses (including market losses), fees, expenses or duties of any kind (including, for these purposes, a reduction in rebate received by Lender or Collateral Agent in respect of its own borrowing of securities) in connection with its (i) Advance or (ii) acquisition, establishment, re-establishment, substitution, maintenance, unwinding or disposition of, or realization or recovery of the proceeds of, or any part thereof, any transaction(s), position(s) or asset(s) that Lender deems necessary (in its sole discretion) to hedge the market risk of the Collateral (including through proxy hxxxxx) or the Advance, in each case regardless of whether such funding is obtained from third parties, an Affiliate of Lender or Lender’s internal sources. For the avoidance of doubt, Lender has the right to hedge the market risk of the Collateral (including through proxy hxxxxx) at any time, regardless of whether an Event of Default has occurred. (e) All amounts due under this Section shall be payable not later than ten Business Days after demand therefor. (e) To the extent that Borrower fails to pay any amount required to be paid by it to Administrative Agent or any Related Party thereof under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to Administrative Agent or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative Agent in its capacity as such, or against any Related Person acting for Administrative Agent in connection with such capacityon demand. (f) The agreements in this Section 8.04 shall survive the termination of the Facility and the repayment, satisfaction or discharge of all the other Obligations.

Costs and Expenses Indemnification Damage Waiver. (a) Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by Administrative Agent and Collateral Agent, including the reasonable fees, charges and disbursements of counsel for Administrative Agent and Collateral Agent (whether outside counsel or the allocated costs of its internal legal department), in connection with the Facility provided for herein, the preparation and administration of the Margin Loan Documents or any amendments, modifications or waivers of the provisions of the Margin Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated but only so long as the Lenders are ready, willing and able to make the Advances contemplated by this Agreement upon satisfaction of all conditions precedent to the making of such Advances) (the “Lender Expenses”), but only up to an aggregate amount equal to the Lender Expenses Cap, and (ii) all expenses incurred by Administrative Agent, Collateral Agent or the Lenders or any of their respective Affiliates, including the fees, charges and disbursements of any counsel (whether outside counsel or the allocated costs of its internal legal department), in connection with the enforcement, collection or protection of its rights in connection with the Margin Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including, subject to Section 9.01(d), all such expenses incurred during any workout, restructuring or negotiations in respect of such Advances. (b) Borrower shall indemnify Administrative Agent, Collateral Agent and each Lender (and any sub-agent thereof) 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, incurred by or asserted against any Indemnitee by any third party or by Borrower or any Related Party of Borrower arising out of, in connection with, or as a result of (i) the preparation, negotiation, execution, delivery or administration of this Agreement, any other Margin 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 enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplated by this Agreement, any other Margin Loan Document or any agreement or instrument contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom, or (iii) 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 Borrower or any other Related Party of 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 (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or (y) arise out of any dispute among Indemnitees (other than a dispute involving claims against Administrative Agent or Collateral Agent, in each case in their respective capacities as such) that did not involve actions or omissions of Borrower, Guarantor or their respective Affiliates.their (c) To the fullest extent permitted by applicable Law, Borrower shall not assert, and 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 other Margin Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or the use of the proceeds thereof. No Indemnitee referred to in Subsection subsection (b) above shall be liable for 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 Margin Loan Document or the transactions contemplated hereby or thereby, except to the extent such charges result from the willful misconduct, bad faith or gross negligence of such Indemnitee. (d) All amounts due under this Section 9.04 shall be payable not later than ten Business Days after demand therefor. (e) To the extent that Borrower fails to pay any amount required to be paid by it to Administrative Agent or any Related Party thereof under paragraph (a) or (b) of this SectionSection 9.04, each Lender severally agrees to pay to Administrative Agent or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative Agent in its capacity as such, or against any Related Person Party acting for Administrative Agent in connection with such capacity. (f) The agreements in this Section 9.04 shall survive the termination of the Facility and the repayment, satisfaction or discharge of all the other Obligations.

Costs and Expenses Indemnification Damage Waiver. (a) Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by Administrative Agent Lenders and Collateral AgentAgents, including the reasonable fees, charges and disbursements of counsel for Administrative Agent Lenders and Collateral Agent Agents (whether outside counsel or the allocated costs of its internal legal department), in connection with the Facility provided for hereinFacility, including, without limitation, the preparation and administration of the Margin Loan Documents Documentation, any syndication of the Facility or any amendments, modifications or waivers of the provisions of the Margin Loan Documents Documentation, including, without limitation, the implementation of the Custodial Arrangement (whether or not the transactions contemplated hereby or thereby shall be consummated but only so long as the Lenders are ready, willing and able to make the Advances contemplated by this Agreement upon satisfaction of all conditions precedent to the making of such Advances) (the “Lender Expenses”consummated), but only up to an aggregate amount equal to the Lender Expenses Cap, and (ii) all expenses incurred by Administrative Agent, Collateral Agent or the Lenders or any of their respective Affiliatesand Agents, including the fees, charges and disbursements of any counsel for Lenders and Agents (whether outside counsel or the allocated costs of its internal legal department), in connection with the enforcement, collection or protection of its rights in connection with the Margin Loan DocumentsDocumentation, including its rights under this Section, or in connection with the Advances made hereunder, including, subject to Section 9.01(d), including all such expenses incurred during any workout, restructuring or negotiations in respect of such Advances. (b) Borrower shall indemnify Administrative Agent, Collateral Agent Lenders and each Lender Agents (and any sub-agent thereof) 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, incurred by or asserted against any Indemnitee by any third party or by Borrower any Loan Party or any Related Party of Borrower any Loan Party arising out of, in connection with, or as a result of (i) the preparation, negotiation, execution, delivery or administration of this Agreement, any other Margin Loan Document Documentation or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto Lenders or any Loan Party of their respective obligations hereunder or thereunder, the enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplated by this Agreement, any other Margin Loan Document Documentation or any agreement or instrument contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom, or (iii) 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 Borrower any Loan Party or any other Related Party of Borrowerany Loan Party, and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its Related Parties or (y) arise out of any dispute among Indemnitees (other than a dispute involving claims against Administrative Agent or Collateral Agent, in each case in their respective capacities as such) that did not involve actions or omissions of BorrowerBorrower or its Affiliates. This Section 8.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, Guarantor or their respective Affiliatesclaims, damages, etc. arising from any non-Tax claim. (c) To the fullest extent permitted by applicable Law, Borrower shall not assert, and 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 other Margin Loan Document Documentation or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or the use of the proceeds thereof. No Indemnitee referred to in Subsection (b) above shall be liable for 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 Margin Loan Document Documentation or the transactions contemplated hereby or thereby, except to the extent such charges result from the willful misconduct, bad faith or gross negligence of such Indemnitee. (d) After (x) the occurrence of an Event of Default and (y) (I) acceleration of the Obligations of any Lender or (II) termination of any Lender’s Commitment, Borrower shall pay, on demand, such Lender’s or its Affiliates’ costs, charges, losses (including market losses), fees, expenses, Indemnified Taxes or duties of any kind (including, for these purposes, a reduction in rebate received by such Lender in respect of its own borrowing of securities), in each case, to the extent commercially reasonable in connection with its (i) Advance or (ii) acquisition, establishment, re-establishment, substitution, maintenance, unwinding or disposition of, or realization or recovery of the proceeds of, or any part thereof, any commercially reasonable transaction(s), position(s) or asset(s) that Lender deems necessary (in its sole commercially reasonable discretion) to hedge the market risk of the Collateral, with respect to each commercially reasonable hedge entered into after the occurrence of an Event of Default that has not been waived or deemed not to occur pursuant to the last sentence of Section 7.01, in each case regardless of whether such funding is obtained from third parties, an Affiliate of any Lender or any Lender’s internal sources. (e) All amounts due under this Section shall be payable not later than ten Business Days after demand thereforupon demand. (ef) To the extent that Borrower for any reason fails to pay indefeasibly any amount required to be paid by it to Administrative Agent or any Related Party thereof under paragraph clause (a) or (b) of this SectionSection to be paid by it to any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to Administrative such Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative such Agent (or any such sub-agent) in its capacity as such, or against any Related Person Party of any of the foregoing acting for Administrative such Agent (or any such sub-agent) in connection with such capacity. The obligations of Lenders under this clause (f) are subject to the provisions of Section 2.17. (fg) The agreements in this Section 8.04 shall survive the termination of the Commitments and the Facility and the repayment, satisfaction or discharge of all the other Obligations.

Costs and Expenses Indemnification Damage Waiver. (a) Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by Administrative Agent and Collateral Agent, including the reasonable fees, charges and disbursements of counsel for Administrative Agent and Collateral Agent (whether outside counsel or the allocated costs of its internal legal department), in connection with the Facility provided for herein, the preparation and administration of the Margin Loan Documents or any amendments, modifications or waivers of the provisions of the Margin Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated but only so long as the Lenders are ready, willing and able to make the Advances contemplated by this Agreement upon satisfaction of all conditions precedent to the making of such Advances) (the “Lender Expenses”), but only up to an aggregate amount equal to the Lender Expenses Cap, and (ii) all expenses incurred by Administrative Agent, Collateral Agent or the Lenders or any of their respective Affiliates, including the fees, charges and disbursements of any counsel (whether outside counsel or the allocated costs of its internal legal department), in connection with the enforcement, collection or protection of its rights in connection with the Margin Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including, subject to Section 9.01(d), all such expenses incurred during any workout, restructuring or negotiations in respect of such Advances. (b) Borrower shall indemnify Administrative Agent, Collateral Agent and each Lender (and any sub-agent thereof) 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, incurred by or asserted against any Indemnitee by any third party or by Borrower or any Related Party of Borrower arising out of, in connection with, or as a result of (i) the preparation, negotiation, execution, delivery or administration of this Agreement, any other Margin 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 enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplated by this Agreement, any other Margin Loan Document or any agreement or instrument contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom, or (iii) 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 Borrower or any other Related Party of 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 (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or (y) arise out of any dispute among Indemnitees (other than a dispute involving claims against Administrative Agent or Collateral Agent, in each case in their respective capacities as such) that did not involve actions or omissions of Borrower, Guarantor or their respective Affiliates. (c) To the fullest extent permitted by applicable Law, Borrower shall not assert, and 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 other Margin Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or the use of the proceeds thereof. No Indemnitee referred to in Subsection (b) above shall be liable for 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 Margin Loan Document or the transactions contemplated hereby or thereby, except to the extent such charges result from the willful misconduct, bad faith or gross negligence of such Indemnitee. (d) All amounts due under this Section shall be payable not later than ten Business Days after demand therefor. (e) To the extent that Borrower fails to pay any amount required to be paid by it to Administrative Agent or any Related Party thereof under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to Administrative Agent or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative Agent in its capacity as such, or against any Related Person acting for Administrative Agent in connection with such capacity. (f) The agreements in this Section shall survive the termination of the Facility and the repayment, satisfaction or discharge of all the other Obligations.

Costs and Expenses Indemnification Damage Waiver. (a) Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by Administrative Agent Lenders and Collateral AgentAgents, including the reasonable fees, charges and disbursements of counsel for Administrative Agent Lenders and Collateral Agent Agents (whether outside limited in the case of cost of counsel or to the allocated costs reasonable fees, charges and disbursements of its internal legal departmentone primary counsel and one additional counsel in each relevant jurisdiction for Lenders and Agents), in connection with the Facility provided for hereinFacility, including, without limitation, the preparation and administration of the Margin Loan Documents Documentation, any syndication of the Facility or any amendments, modifications or waivers of the provisions of the Margin Loan Documents Documentation (whether or not the transactions contemplated hereby or thereby shall be consummated but only so long as if the Lenders are ready, willing and able to make the Advances contemplated by this Agreement upon satisfaction of all conditions precedent to the making of such Advances) (the “Lender Expenses”Closing Date occurs), but only up to an aggregate amount equal to the Lender Expenses Cap, and (ii) all expenses incurred by Administrative Agent, Collateral Agent or the Lenders or any of their respective Affiliatesand Agents, including the fees, charges and disbursements of any counsel for Lenders and Agents (whether outside limited in the case of cost of counsel or to the allocated costs reasonable fees, charges and disbursements of its internal legal departmentone primary counsel and one additional counsel in each relevant jurisdiction for Lenders and Agents), in connection with the enforcement, collection or protection of its rights in connection with the Margin Loan DocumentsDocumentation, including its rights under this Section, or in connection with the Advances made hereunder, including, subject to Section 9.01(d), including all such expenses incurred during any workout, restructuring or negotiations in respect of such Advances. (b) Borrower shall indemnify Administrative Agent, Collateral Agent Lenders and each Lender Agents (and any sub-agent thereof) 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, incurred by or asserted against any Indemnitee by any third party or by Borrower or any Related Party of Borrower arising out of, in connection with, or as a result of (i) the preparation, negotiation, execution, delivery or administration of this Agreement, any other Margin Loan Document Documentation or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto Lenders or Borrower of their respective obligations hereunder or thereunder, the enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplated by this Agreement, any other Margin Loan Document Documentation or any agreement or instrument contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom, or (iii) 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 Borrower or any other Related Party of 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 (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligencefraud, bad faith faith, gross negligence or willful misconduct of such Indemnitee or any of its Related Parties, (x) result from or in connection with any material breach of the Margin Loan Documentation by such Indemnitee or any of its Related Parties, (y) arise out of any dispute among Indemnitees (other than a dispute involving claims against Administrative Agent or Collateral Agent, in each case in their respective capacities as such) that did not involve actions or omissions of Borrower or its Affiliates or (z) result from any settlement effected without Borrower’s consent. This Section 8.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, Guarantor or their respective Affiliatesclaims, damages, etc. arising from any non-Tax claim. (c) To the fullest extent permitted by applicable Law, Borrower shall not assert, and 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 other Margin Loan Document Documentation or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or the use of the proceeds thereof. No Indemnitee referred to in Subsection (b) above shall be liable for 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 Margin Loan Document Documentation or the transactions contemplated hereby or thereby, except to the extent such charges result from the willful misconduct, bad faith or gross negligence of such Indemnitee. (d) After (x) the occurrence of an Event of Default and (y) (I) acceleration of the Obligations of any Lender or (II) termination of any Lender’s Commitment, Borrower shall pay, on demand, such Lender’s or its Affiliates’ costs, charges, losses (including market losses), fees, expenses, Taxes or duties of any kind (including, for these purposes, a reduction in rebate received by such Lender in respect of its own borrowing of securities), in each case, to the extent commercially reasonable in connection with its (i) Advance or (ii) acquisition, establishment, re-establishment, substitution, maintenance, unwinding or disposition of, or realization or recovery of the proceeds of, or any part thereof, any commercially reasonable transaction(s), position(s) or asset(s) that Lender deems necessary (in its sole commercially reasonable discretion) to hedge the market risk of the Collateral, with respect to each commercially reasonable hedge entered into after the occurrence of an Event of Default that has not been waived or deemed not to occur pursuant to the last sentence of Section 7.01, in each case regardless of whether such funding is obtained from third parties, an Affiliate of any Lender or any Lender’s internal sources. (e) All amounts due under this Section shall be payable not later than ten Business Days after demand thereforupon demand. (ef) To the extent that Borrower for any reason fails to pay indefeasibly any amount required to be paid by it to Administrative Agent or any Related Party thereof under paragraph clause (a) or (b) of this SectionSection to be paid by it to any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to Administrative such Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative such Agent (or any such sub-agent) in its capacity as such, or against any Related Person Party of any of the foregoing acting for Administrative such Agent (or any such sub-agent) in connection with such capacity. The obligations of Lenders under this clause (f) are subject to the provisions of Section 2.17. (fg) The agreements in this Section 8.04 shall survive the termination of the Commitments and the Facility and the repayment, satisfaction or discharge of all the other Obligations.

Costs and Expenses Indemnification Damage Waiver. (a) Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by Administrative Agent and Collateral Agent, including the reasonable fees, charges and disbursements of counsel for Administrative Agent and Collateral Agent (whether outside counsel or the allocated costs of its internal legal department), in connection with the Facility provided for herein, the preparation and administration of the Margin Loan Documents or any amendments, modifications or waivers of the provisions of the Margin Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated but only so long as the Lenders are ready, willing and able to make the Advances contemplated by this Agreement upon satisfaction of all conditions precedent to the making of such Advances) (the “Lender Expenses”), but only up to an aggregate amount equal to the Lender Expenses Cap, and (ii) all expenses incurred by Administrative Agent, Collateral Agent or the Lenders or any of their respective Affiliates, including the fees, charges and disbursements of any counsel (whether outside counsel or the allocated costs of its internal legal department), in connection with the enforcement, collection or protection of its rights in connection with the Margin Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including, subject to Section 9.01(d9.01(dc), all such expenses incurred during any workout, restructuring or negotiations in respect of such Advances. (b) Borrower shall indemnify Administrative Agent, Collateral Agent and each Lender (and any sub-agent thereof) 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, incurred by or asserted against any Indemnitee by any third party or by Borrower or any Related Party of Borrower arising out of, in connection with, or as a result of (i) the preparation, negotiation, execution, delivery or administration of this Agreement, any other Margin 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 enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplated by this Agreement, any other Margin Loan Document or any agreement or instrument contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom, or (iii) 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 Borrower or any other Related Party of 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 (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or (y) arise out of any dispute among Indemnitees (other than a dispute involving claims against Administrative Agent or Collateral Agent, in each case in their respective capacities as such) that did not involve actions or omissions of Borrower, Guarantor or their respective Affiliates. (c) To the fullest extent permitted by applicable Law, Borrower shall not assert, and 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 other Margin Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or the use of the proceeds thereof. No Indemnitee referred to in Subsection (b) above shall be liable for 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 Margin Loan Document or the transactions contemplated hereby or thereby, except to the extent such charges result from the willful misconduct, bad faith or gross negligence of such Indemnitee. (d) All amounts due under this Section shall be payable not later than ten Business Days after demand therefor. (e) To the extent that Borrower fails to pay any amount required to be paid by it to Administrative Agent or any Related Party thereof under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to Administrative Agent or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative Agent in its capacity as such, or against any Related Person acting for Administrative Agent in connection with such capacity. (f) The agreements in this Section shall survive the termination of the Facility and the repayment, satisfaction or discharge of all the other Obligations.