Common use of Costs and Expenses; Indemnification Clause in Contracts

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including the reasonable fees, internal charges and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers as to their respective rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion of, any Eurodollar Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent and each of their respective Affiliates, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost or expense (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, Agent and the LC Issuer and the Arrangers Issuing Banks in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunderLoan Documents, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, Agent and the LC Issuer and the Arrangers Issuing Banks with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the Borrower’s obligations under rights of the Lenders under, this Agreement and the other documents to be delivered by the Borrower hereunderLoan Documents, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion Conversion of, any Eurodollar SOFR Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.05(c)(iii), 2.09, 2.10, 2.11 or 2.12 or 2.13, acceleration of the maturity of the Advances pursuant to Section 6.01 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(e) or for any other reason, the Borrower shall, upon demand by any Lender or any LC Issuing Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuing Bank any amount amounts required to compensate such Lender or such LC Issuing Bank for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including, without limitation, any loss (including any loss of anticipated profits upon such Lender’s or such LC Issuing Bank’s representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceAdvance or the hedging of the interest rate risks associated with respect to such funds. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender’s determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder. (c) The Borrower hereby agrees to indemnify and hold each Lender, the each LC IssuerIssuing Bank, the Administrative Agent and each Related Party of their respective Affiliates, officers, directors and employees any of the foregoing Persons (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur arising out which may be claimed against any of them by any Person or entity by reason of or relating to in connection with the execution, delivery or performance of this Agreement or the transactions any other Loan Document or any transaction contemplated herebyhereby or thereby, or the use by the Borrower or any Subsidiary of its Subsidiaries of the proceeds of any Advance; provided that Advance or the use by the Borrower shall not be liable for or any portion beneficiary of any Letter of Credit of such claimLetter of Credit, damageAND THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, lossIN WHOLE OR IN PART, liabilityUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, cost OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED PERSON, except that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, damages, losses, liabilities, costs or expense resulting expenses are finally determined by a court of competent jurisdiction to have resulted from such Indemnified Person’s the gross negligence or willful misconductmisconduct of such Indemnified Person. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders Lenders, the LC Issuing Banks, and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert, and hereby waives, any claim against any Lender, any LC Issuing Bank, any of such Lender’s or such LC Issuing Bank’s affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement or any other Loan Document, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Advances or the use by the Borrower or any beneficiary of any Letter of Credit of such Letter of Credit. No Indemnified Person referred to in this subsection (c) 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 Loan Documents or the transactions contemplated hereby or thereby.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer Agent and the Joint Active Lead Arrangers in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including the reasonable fees, internal charges and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer Agent and the Joint Active Lead Arrangers with respect thereto and with respect to advising the Administrative Agent, the LC Issuer Agent and the Joint Active Lead Arrangers as to their respective rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the any LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion of, any Eurodollar Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower agrees to indemnify and hold each Lender, the each LC Issuer, the Administrative each Agent and each of their respective Affiliates, officers, directors directors, advisors, agents and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost or expense (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconductmisconduct as determined in a final non-appealable order of a court of competent jurisdiction. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the CommitmentsCommitments and this Agreement. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. This Section 8.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s equityholders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the LC Issuer L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and the Arrangers disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the preparation, execution, delivery, administration, syndication, modification and amendment enforcement of this Agreement and any of the other documents to be delivered hereunder, including the reasonable fees, internal charges and out-of-pocket expenses of counsel Loan Documents (including in-house counsel) for all such costs and expenses incurred in connection with any proceeding under the Administrative Agent, United States Bankruptcy Code involving the LC Issuer and the Arrangers with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Borrower or any Guarantor as to their respective rights and responsibilities under this Agreementa debtor thereunder). The Borrower further agrees to pay on demand all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by indemnify the Administrative Agent, the LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiationsL/C Issuer, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion of, any Eurodollar Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower agrees to indemnify and hold each Lender, the LC Issuerand any security trustee therefor, the Administrative Agent and each of their respective Affiliatesdirectors, officers, directors employees, agents, financial advisors, and employees consultants (each, each such Person being called an “Indemnified PersonIndemnitee”) harmless from against all losses, claims, damages, penalties, judgments, liabilities and against any claimexpenses (including, damagewithout limitation, loss, liability, cost or expense (including all reasonable attorney’s fees and expensesdisbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not such Indemnified Person the Indemnitee is named as a party thereto, or any settlement arrangement arising from or relating to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceedinglitigation) that which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herebyhereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any environmental law, whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct or gross negligence of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconductrelevant Indemnitee. The Borrower’s obligations under this Section 8.04(c) This indemnification shall survive the repayment payment and satisfaction of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement Obligations and the termination of this Agreement for a period of five (5) years, and shall remain in force beyond the Commitmentsexpiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. If This indemnification shall be binding upon the successors and to the extent that the obligations assigns of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution and shall inure to the payment benefit of each Indemnitee and satisfaction thereof which is permissible under applicable lawits successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, Agent and the LC Issuer and the Arrangers Issuing Banks in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunderLoan Documents, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, Agent and the LC Issuer and the Arrangers Issuing Banks with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the Borrower’s obligations under rights of the Lenders under, this Agreement and the other documents to be delivered by the Borrower hereunderLoan Documents, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.09(b), 2.10, 2.11 or 2.12 or 2.13, acceleration of the maturity of the Advances pursuant to Section 6.01 or 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(e) for any other reason, the Borrower shall, upon demand by any Lender or any LC Issuing Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuing Bank any amount amounts required to compensate such Lender or such LC Issuing Bank for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including, without limitation, any loss (including any loss of anticipated profits upon such Lender’s or such LC Issuing Bank’s representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender’s determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder. (c) The Borrower hereby agrees to indemnify and hold each Lender, the each LC IssuerIssuing Bank, the Administrative Agent and each Related Party of their respective Affiliates, officers, directors and employees any of the foregoing Persons (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur arising out which may be claimed against any of them by any Person or entity by reason of or relating to in connection with the execution, delivery or performance of this Agreement or the transactions any other Loan Document or any transaction contemplated herebyhereby or thereby, or the use by the Borrower or any Subsidiary of its Subsidiaries of the proceeds of any Advance; provided that Advance or the use by the Borrower shall not be liable for or any portion beneficiary of any Letter of Credit of such claimLetter of Credit, damageAND THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, lossIN WHOLE OR IN PART, liabilityUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, cost OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED PERSON, except that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, damages, losses, liabilities, costs or expense resulting expenses are finally determined by a court of competent jurisdiction to have resulted from such Indemnified Person’s the gross negligence or willful misconductmisconduct of such Indemnified Person. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders Lenders, the LC Issuing Banks, and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert, and hereby waives, any claim against any Lender, any LC Issuing Bank, any of such Lender’s or such LC Issuing Bank’s affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement or any other Loan Document, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Advances or the use by the Borrower or any beneficiary of any Letter of Credit of such Letter of Credit. No Indemnified Person referred to in this subsection (c) 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 Loan Documents or the transactions contemplated hereby or thereby.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer Agent and the Arrangers Lead Arranger in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges and out-of-pocket expenses of counsel (including including, without limitation, in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers such Agents with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers such Agents as to their respective rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer any Agent or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Borrower’s obligations under this Agreement Notes and the other documents to be delivered by the Borrower hereunder, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion of, Conversion of any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower hereby agrees to indemnify and hold each Lender, the LC Issuer, the Administrative each Agent and each of their respective Affiliates, officers, directors and employees (each, an “"Indemnified Person”") harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s 's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement Agreement, the Notes or the transactions contemplated herebythereby, or the use by the Borrower or any Subsidiary of its subsidiaries of the proceeds of any Advance; , provided that the Borrower shall not be liable for any portion of any such claimclaims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses resulting from such Indemnified Person’s 's gross negligence or willful misconduct. The Borrower’s 's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the Notes and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer Agent and the Co-Lead Arrangers in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including the reasonable fees, internal charges and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer Agent and the Co-Lead Arrangers with respect thereto and with respect to advising the Administrative Agent, the LC Issuer Agent and the Co-Lead Arrangers as to their respective rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the any LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion of, any Eurodollar Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower agrees to indemnify and hold each Lender, the each LC Issuer, the Administrative each Agent and each of their respective Affiliates, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost or expense (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand (i) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent, the LC Issuer Joint Lead Arrangers and the Arrangers their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses, (B) the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this AgreementAgreement and (C) all out-of-pocket fees and expenses of the Administrative Agent and its Affiliates in connection with any action taken to effect the Collateral Release, and (ii) all reasonable out of pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower further agrees to pay on promptly upon demand all reasonable costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks, if any, (A) in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by Loan Documents, including its rights under this Section, or (B) in connection with the Borrower Loans made or Letters of Credit issued hereunder, including all such reasonable counsel out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent, the Lenders and the LC Issuing Banks taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent, any Lender and any LC Issuing Banks to the extent needed to avoid an actual or potential conflict of interest). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Joint Lead Arrangers and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) believes in good faith that it is necessary or appropriate for it to resist any legal process or other compulsion of law which is purported to be asserted against it) and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii). (c) If any payment of principal of, or any conversion Conversion of, any Eurodollar Advance Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such AdvanceRevolving Loan, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.06(c), 2.07(c), 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.12 or 2.16, acceleration of the maturity of the Advances outstanding Borrowings pursuant to Section 6.01 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reasonreason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any lossloss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLoan. (cd) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of the Obligations. (e) The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to indemnify and hold each Lenderthe Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the LC IssuerExtensions of Credit or the use or proposed use of the proceeds thereof, any of the Administrative Agent transactions contemplated by any of the foregoing or in the loan documentation and each the performance by an Indemnified Party by any of their respective Affiliatesthe foregoing except to the extent that any loss, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost liability or expense (including reasonable attorney’s fees is found in a judgment by a court of competent jurisdiction by final and expenses, whether or not such Indemnified Person is named as a party nonappealable judgment to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting have resulted from such Indemnified PersonParty’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c. (f) shall survive In the repayment event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of all amounts owing by or against the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination or any of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reasonits Affiliates in which such Indemnified Party is not named as a defendant, the Borrower agrees to make reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the maximum contribution to the payment fees and satisfaction thereof which is permissible under applicable lawdisbursements of its legal counsel.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand (i) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent, the LC Issuer Joint Lead Arrangers and the Arrangers their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement, and (ii) all reasonable out of pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower further agrees to pay on promptly upon demand all reasonable costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks, if any, (A) in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by Loan Documents, including its rights under this Section, or (B) in connection with the Borrower Loans made or Letters of Credit issued hereunder, including all such reasonable counsel out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent, the Lenders and the LC Issuing Banks taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent, any Lender and any LC Issuing Banks to the extent needed to avoid an actual or potential conflict of interest). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) believes in good faith that it is necessary or appropriate for it to resist any legal process or other compulsion of law which is purported to be asserted against it) and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii). (c) If any payment of principal of, or any conversion Conversion of, any Eurodollar Advance Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such AdvanceRevolving Loan, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.06(c), 2.07(c), 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.12 or 2.16, acceleration of the maturity of the Advances outstanding Borrowings pursuant to Section 6.01 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reasonreason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any lossloss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLoan. (cd) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to indemnify and hold each Lenderthe Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the LC IssuerExtensions of Credit or the use or proposed use of the proceeds thereof, any of the Administrative Agent transactions contemplated by any of the foregoing or in the loan documentation and each the performance by an Indemnified Party by any of their respective Affiliatesthe foregoing except to the extent that any loss, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost liability or expense (including reasonable attorney’s fees is found in a judgment by a court of competent jurisdiction by final and expenses, whether or not such Indemnified Person is named as a party nonappealable judgment to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting have resulted from such Indemnified PersonParty’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c. (f) shall survive In the repayment event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of all amounts owing by or against the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination or any of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reasonits Affiliates in which such Indemnified Party is not named as a defendant, the Borrower agrees to make reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the maximum contribution to the payment fees and satisfaction thereof which is permissible under applicable lawdisbursements of its legal counsel.

Costs and Expenses; Indemnification. (a) The Each Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the LC Issuer Agent and the Arrangers each Fronting Bank in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement Agreement, any Note, any Letter of Credit and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer Agent and the Arrangers Fronting Banks with respect thereto and with respect to advising the Administrative Agent, the LC Issuer Agent and the Arrangers Fronting Banks as to their respective rights and responsibilities under this Agreement. The Each Borrower further agrees to pay on demand all reasonable out-of-pocket costs and expenses, if any (including including, without limitation, reasonable counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer or any Lender Fronting Banks and the Lenders in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement Agreement, any Note and the other documents to be delivered by the Borrower hereunder, including reasonable including, without limitation, counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a8.05(a). Each Borrower’s obligations under this subsection (a) shall survive the repayment of all other amounts owing to the Lenders, the Fronting Banks and the Administrative Agent under this Agreement and any Note and the termination of the Commitments. (b) If Except as otherwise expressly provided to the contrary herein, if any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.11 or 2.14 or a prepayment pursuant to Section 2.12 or acceleration of the maturity of the Advances any amounts owing hereunder pursuant to Section 6.01 or upon an assignment made upon demand of any Borrower pursuant to Section 2.22(b) or for any other reason, the applicable Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment redeployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Each Borrower’s obligations under this subsection (b) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and any Note and the termination of the Commitments. (c) The Each Borrower hereby agrees to indemnify and hold each Lender, the LC Issuereach Fronting Bank, the Administrative Agent and each of their respective Affiliates, officers, directors and employees Related Parties (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, lossliabilities, liabilityobligations, cost losses, penalties, costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur that may be claimed against any of them by any Person (including any Borrower) by reason of or in connection with or arising out of any investigation, litigation or relating proceeding related to this Agreement the Commitments or the transactions contemplated hereby, commitment of any Fronting Bank hereunder and any use or the proposed use by the any Borrower or any Subsidiary of the proceeds of any Advance; provided that Extension of Credit or the Borrower shall not be liable for any portion existence or use of any Letter of Credit or the amounts drawn thereunder, except to the extent such claim, damage, liability, obligation, loss, liabilitypenalty, cost or expense resulting is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. The Each Borrower’s obligations under this Section 8.04(c8.05(c) shall survive (x) the repayment of all amounts owing by the Borrower to the Lenders Lenders, the Fronting Banks and the Administrative Agent under this Agreement and any Note, (y) the termination of the Commitments, the commitments of the Fronting Banks hereunder and any Letters of Credit and (z) the termination of this Agreement. If and to the extent that the obligations of the Borrower Borrowers under this Section 8.04(c8.05(c) are unenforceable for any reason, the each Borrower agrees to make the maximum contribution to the payment and in satisfaction thereof which of such obligations that are not unenforceable that is permissible under applicable Applicable Law or, if less, such amount that may be ordered by a court of competent jurisdiction. (d) To the extent permitted by law, each Borrower also agrees not to assert any claim against any Indemnified Person on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) in connection with, arising out of, or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances. (e) Each Borrower shall be liable for any payment to be made by the Borrowers under this Section 8.05; provided, however, that if and to the extent that any such liabilities are reasonably determined by the Borrowers (subject to the approval of the Administrative Agent which approval shall not be unreasonably withheld) to be directly attributable to a specific Borrower, only such Borrower shall be liable for such payments. (f) This Section 8.05 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Costs and Expenses; Indemnification. (a) 1. The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, Agent and the LC Issuer and the Arrangers Issuing Banks in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunderLoan Documents, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, Agent and the LC Issuer and the Arrangers Issuing Banks with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the Borrower’s obligations under rights of the Lenders under, this Agreement and the other documents to be delivered by the Borrower hereunderLoan Documents, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) 2. If any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.05(c)(iii), 2.09, 2.10, 2.11 or 2.12 or 2.13, acceleration of the maturity of the Advances pursuant to Section 6.01 or 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(e) for any other reason, the Borrower shall, upon demand by any Lender or any LC Issuing Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuing Bank any amount amounts required to compensate such Lender or such LC Issuing Bank for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including, without limitation, any loss (including any loss of anticipated profits upon such Lender’s or such LC Issuing Bank’s representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender’s determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder. (c) 3. The Borrower hereby agrees to indemnify and hold each Lender, the each LC IssuerIssuing Bank, the Administrative Agent and each Related Party of their respective Affiliates, officers, directors and employees any of the foregoing Persons (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur arising out which may be claimed against any of them by any Person or entity by reason of or relating to in connection with the execution, delivery or performance of this Agreement or the transactions any other Loan Document or any transaction contemplated herebyhereby or thereby, or the use by the Borrower or any Subsidiary of its Subsidiaries of the proceeds of any Advance; provided that Advance or the use by the Borrower shall not be liable for or any portion beneficiary of any Letter of Credit of such claimLetter of Credit, damageAND THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, lossIN WHOLE OR IN PART, liabilityUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, cost OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED PERSON, except that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, damages, losses, liabilities, costs or expense resulting expenses are finally determined by a court of competent jurisdiction to have resulted from such Indemnified Person’s the gross negligence or willful misconductmisconduct of such Indemnified Person. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders Lenders, the LC Issuing Banks, and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert, and hereby waives, any claim against any Lender, any LC Issuing Bank, any of such Lender’s or such LC Issuing Bank’s affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement or any other Loan Document, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Advances or the use by the Borrower or any beneficiary of any Letter of Credit of such Letter of Credit. No Indemnified Person referred to in this subsection (c) 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 Loan Documents or the transactions contemplated hereby or thereby.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer Agent and the Joint Active Lead Arrangers in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including the reasonable fees, internal charges and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer Agent and the Joint Active Lead Arrangers with respect thereto and with respect to advising the Administrative Agent, the LC Issuer Agent and the Joint Active Lead Arrangers as to their respective rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the any LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If In the event of any payment of principal of, or any conversion of, any Eurodollar Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, or the failure to borrow any Eurodollar Advance on the date specified in any notice delivered pursuant hereto, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it may reasonably incur as a result of such payment or conversionevent, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower agrees to indemnify and hold each Lender, the each LC Issuer, the Administrative each Agent and each of their respective Affiliates, Affiliates and each of their officers, directors directors, partners, agents, advisors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost or expense (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconductmisconduct as determined in a final non-appealable order of a court of competent jurisdiction. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the CommitmentsCommitments and this Agreement. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. This Section 8.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s equityholders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand (i) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent, the LC Issuer Agent and the Arrangers its Affiliates in connection with the preparation, negotiation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement, and (ii) all reasonable out‑of‑pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower further agrees to pay on promptly upon demand all reasonable costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Swingline Lender, the Lenders and the LC Issuer or any Lender Issuing Banks, if any, (A) in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by Loan Documents, including its rights under this Section, or (B) in connection with the Borrower Loans made or Letters of Credit issued hereunder, including all such reasonable counsel out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent, the Swingline Lender, the Lenders and the LC Issuing Banks in connection with the enforcement of rights under this Section 8.04(a). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Swingline Lender, each Lender and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) believes in good faith that it is necessary or appropriate for it to resist any legal process or other compulsion of law which is purported to be asserted against it) and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii). (c) If any payment of principal of, or any conversion Conversion of, any Eurodollar Advance Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such AdvanceRevolving Loan, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.06(c), 2.07(c), 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.12 or 2.16, acceleration of the maturity of the Advances outstanding Borrowings pursuant to Section 6.01 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reasonreason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any lossloss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLoan. (cd) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.16, 2.19 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to indemnify and hold each Lenderthe Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the LC IssuerExtensions of Credit or the use or proposed use of the proceeds thereof, any of the Administrative Agent transactions contemplated by any of the foregoing or in the loan documentation and each the performance by an Indemnified Party by any of their respective Affiliatesthe foregoing except to the extent that any loss, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost liability or expense (including reasonable attorney’s fees is found in a judgment by a court of competent jurisdiction by final and expenses, whether or not such Indemnified Person is named as a party nonappealable judgment to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting have resulted from such Indemnified PersonParty’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c. (f) shall survive In the repayment event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of all amounts owing by or against the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination or any of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reasonits Affiliates in which such Indemnified Party is not named as a defendant, the Borrower agrees to make reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the maximum contribution to the payment fees and satisfaction thereof which is permissible under applicable lawdisbursements of its legal counsel.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, Agent and the LC Issuer and the Arrangers Issuing Banks in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunderLoan Documents, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, Agent and the LC Issuer and the Arrangers Issuing Banks with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the Borrower’s obligations under rights of the Lenders under, this Agreement and the other documents to be delivered by the Borrower hereunderLoan Documents, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.09, 2.10, 2.11 or 2.12 or 2.13, acceleration of the maturity of the Advances pursuant to Section 6.01 or 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(e) for any other reason, the Borrower shall, upon demand by any Lender or any LC Issuing Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuing Bank any amount amounts required to compensate such Lender or such LC Issuing Bank for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including, without limitation, any loss (including any loss of anticipated profits upon such Lender’s or such LC Issuing Bank’s representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender’s determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder. (c) The Borrower hereby agrees to indemnify and hold each Lender, the each LC IssuerIssuing Bank, the Administrative Agent and each Related Party of their respective Affiliates, officers, directors and employees any of the foregoing Persons (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur arising out which may be claimed against any of them by any Person or entity by reason of or relating to in connection with the execution, delivery or performance of this Agreement or the transactions any other Loan Document or any transaction contemplated herebyhereby or thereby, or the use by the Borrower or any Subsidiary of its Subsidiaries of the proceeds of any Advance; provided that Advance or the use by the Borrower shall not be liable for or any portion beneficiary of any Letter of Credit of such claimLetter of Credit, damageAND THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, lossIN WHOLE OR IN PART, liabilityUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, cost OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED PERSON, except that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, damages, losses, liabilities, costs or expense resulting expenses are finally determined by a court of competent jurisdiction to have resulted from such Indemnified Person’s the gross negligence or willful misconductmisconduct of such Indemnified Person. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders Lenders, the LC Issuing Banks, and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert, and hereby waives, any claim against any Lender, any LC Issuing Bank, any of such Lender’s or such LC Issuing Bank’s affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement or any other Loan Document, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Advances or the use by the Borrower or any beneficiary of any Letter of Credit of such Letter of Credit. No Indemnified Person referred to in this subsection (c) 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 Loan Documents or the transactions contemplated hereby or thereby.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by of the Administrative Agent, the LC Issuer and the Arrangers Agent in connection with the preparation, execution, delivery, administrationnegotiation, syndication, modification and amendment administration of this Agreement and the other documents to be delivered hereunderLoan Documents, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses disbursements of counsel (including in-house counsel) for to the Administrative Agent, in connection with the LC Issuer preparation and execution of the Arrangers Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with respect thereto any fees and with respect to advising charges suffered or incurred by the Administrative AgentAgent in connection with periodic environmental audits, the LC Issuer fixed asset appraisals, title insurance policies, collateral filing fees and the Arrangers as to their respective rights and responsibilities under this Agreementlien searches. The Borrower further agrees to pay on demand all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by indemnify the Administrative Agent, the LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion of, any Eurodollar Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent and each of their respective Affiliatesdirectors, officers, directors employees, agents, financial advisors, and employees consultants against all Damages (eachincluding, an “Indemnified Person”) harmless from and against any claimwithout limitation, damage, loss, liability, cost all expenses of litigation or expense (including reasonable attorney’s fees and expensespreparation therefor, whether or not such Indemnified the indemnified Person is named as a party thereto, or any settlement arrangement arising from or relating to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceedinglitigation) that which any of them may pay or incur arising out of or relating to this Agreement any Loan Document or any of the transactions contemplated hereby, thereby or the use by the Borrower direct or any Subsidiary indirect application or proposed application of the proceeds of any Advance; provided that Loan or Letter of Credit, other than those which arise from the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconductmisconduct of the party claiming indemnification. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing , upon demand by the Borrower to the Lenders and the Administrative Agent under this Agreement and or a Lender at any time, shall reimburse the termination Administrative Agent or such Lender for any legal or other expenses incurred in connection with investigating or defending against any of the Commitments. If and foregoing (including any settlement costs relating to the extent that foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. The obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, shall survive the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawtermination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand (i) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent, the LC Issuer Joint Lead Arrangers and the Arrangers their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement, and (ii) all reasonable out of pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower further agrees to pay on promptly upon demand all reasonable costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks, if any, (A) in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by Loan Documents, including its rights under this Section, or (B) in connection with the Borrower Loans made or Letters of Credit issued hereunder, including all such reasonable counsel out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent, the Lenders and the LC Issuing Banks taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent, any Lender and any LC Issuing Banks to the extent needed to avoid an actual or potential conflict of interest). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Joint Lead Arrangers and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) believes in good faith that it is necessary or appropriate for it to resist any legal process or other compulsion of law which is purported to be asserted against it) and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii). (c) If any payment of principal of, or any conversion Conversion of, any Eurodollar Advance Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such AdvanceRevolving Loan, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.06(c), 2.07(c), 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.12 or 2.16, acceleration of the maturity of the Advances outstanding Borrowings pursuant to Section 6.01 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reasonreason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any lossloss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLoan. (cd) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to indemnify and hold each Lenderthe Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the LC IssuerExtensions of Credit or the use or proposed use of the proceeds thereof, any of the Administrative Agent transactions contemplated by any of the foregoing or in the loan documentation and each the performance by an Indemnified Party by any of their respective Affiliatesthe foregoing except to the extent that any loss, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost liability or expense (including reasonable attorney’s fees is found in a judgment by a court of competent jurisdiction by final and expenses, whether or not such Indemnified Person is named as a party nonappealable judgment to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting have resulted from such Indemnified PersonParty’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c. (f) shall survive In the repayment event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of all amounts owing by or against the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination or any of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reasonits Affiliates in which such Indemnified Party is not named as a defendant, the Borrower agrees to make reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the maximum contribution to the payment fees and satisfaction thereof which is permissible under applicable lawdisbursements of its legal counsel.

Costs and Expenses; Indemnification. (a) The Each Borrower severally agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Co-Lead Arrangers in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including the reasonable fees, internal charges and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Co-Lead Arrangers with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Co-Lead Arrangers as to their respective rights and responsibilities under this Agreement, in each case to the extent attributable to such Borrower; it being understood that to the extent any such costs and expenses are not attributable to a particular Borrower, each Borrower shall pay its proportionate share thereof according to the Borrowers’ respective Sublimits at the time such costs and expenses were incurred. The Each Borrower further severally agrees to pay on demand all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the such Borrower’s obligations under this Agreement Agreement, any Note issued by such Borrower and the other documents to be delivered by the such Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a), in each case to the extent attributable to such Borrower; it being understood that to the extent any such costs and expenses are not attributable to a particular Borrower, each Borrower shall pay its proportionate share thereof according to the Borrowers’ respective Sublimits at the time such costs and expenses were incurred. (b) If any payment of principal of, or any conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the applicable Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Each Borrower hereby severally agrees to indemnify and hold each Lender, the LC Issuer, the Administrative each Agent and each of their respective Affiliates, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement Agreement, any Note issued by such Borrower or the transactions contemplated hereby, or the use by the Borrower such Borrowers or any Subsidiary of its Subsidiaries of the proceeds of any AdvanceAdvance to such Borrower, in each case to the extent such claims damages, losses, liabilities, costs or expenses are attributable to such Borrower, it being understood that to the extent any such claims, damages, losses, liabilities, costs or expenses are not attributable to a particular Borrower, each Borrower shall pay its proportionate share thereof according to the Borrowers’ respective Sublimits at the time such claims, damages, losses, liabilities, costs or expenses arose; provided that the no Borrower shall not be liable for any portion of any such claimclaims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses resulting from such Indemnified Person’s gross negligence or willful misconduct. The Each Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the such Borrower to the Lenders and the Administrative Agent under this Agreement and any Note issued by such Borrower and the termination of the CommitmentsCommitments to such Borrower. If and to the extent that the obligations of the a Borrower under this Section 8.04(c) are unenforceable for any reason, the such Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand (i) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent, the LC Issuer Joint Lead Arrangers and the Arrangers their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement, and (ii) all reasonable out-of-pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower further agrees to pay on promptly upon demand all reasonable costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks, if any, (A) in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by Loan Documents, including its rights under this Section, or (B) in connection with the Borrower Loans made or Letters of Credit issued hereunder, including all such reasonable counsel out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent, the Lenders and the LC Issuing Banks taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent, any Lender and any LC Issuing Bank to the extent needed to avoid an actual or potential conflict of interest). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) believes in good faith that it is necessary or appropriate for it to resist any legal process or other compulsion of law which is purported to be asserted against it) and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii). (c) If any payment of principal of, or any conversion Conversion of, any Eurodollar Advance SOFR Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such AdvanceRevolving Loan, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.06(c), 2.07(c), 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.12 or 2.16, acceleration of the maturity of the Advances outstanding Borrowings pursuant to Section 6.01 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reasonreason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any lossloss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLoan. (cd) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to indemnify and hold each Lenderthe Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the LC IssuerExtensions of Credit or the use or proposed use of the proceeds thereof, any of the Administrative Agent transactions contemplated by any of the foregoing or in the loan documentation and each the performance by an Indemnified Party by any of their respective Affiliatesthe foregoing except to the extent that any loss, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost liability or expense (including reasonable attorney’s fees is found in a judgment by a court of competent jurisdiction by final and expenses, whether or not such Indemnified Person is named as a party nonappealable judgment to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting have resulted from such Indemnified PersonParty’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c. (f) shall survive In the repayment event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of all amounts owing by or against the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination or any of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reasonits Affiliates in which such Indemnified Party is not named as a defendant, the Borrower agrees to make reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the maximum contribution to the payment fees and satisfaction thereof which is permissible under applicable lawdisbursements of its legal counsel.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer Agent and the Joint Active Lead Arrangers in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including the reasonable fees, internal charges and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer Agent and the Joint Active Lead Arrangers with respect thereto and with respect to advising the Administrative Agent, the LC Issuer Agent and the Joint Active Lead Arrangers as to their respective rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the any LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If In the event of any payment of principal of, or any conversion of, any Eurodollar Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, or the assignment of a Eurodollar Advance other than on the last day of the Interest Period for such Advance as a result of a request by the Borrower pursuant to Section 8.07(g) or the failure to borrow any Eurodollar Advance on the date specified in any notice delivered pursuant hereto, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it may reasonably incur as a result of such payment or conversionevent, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower agrees to indemnify and hold each Lender, the each LC Issuer, the Administrative each Agent and each of their respective Affiliates, officers, directors and employees Related Parties (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost or expense (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconductmisconduct as determined in a final non-appealable order of a court of competent jurisdiction. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the CommitmentsCommitments and this Agreement. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. This Section 8.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s equityholders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand (i) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent, the LC Issuer Joint Lead Arrangers and the Arrangers their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses, (B) the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this AgreementAgreement and (C) all out-of-pocket fees and expenses of the Administrative Agent and its Affiliates in connection with any action taken to effect the Collateral Release, and (ii) all reasonable out of pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower further agrees to pay on promptly upon demand all reasonable costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks, if any, (A) in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by Loan Documents, including its rights under this Section, or (B) in connection with the Borrower Loans made or Letters of Credit issued hereunder, including all such reasonable counsel out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent, the Lenders and the LC Issuing Banks taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent, any Lender and any LC Issuing Banks to the extent needed to avoid an actual or potential conflict of interest). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Joint Lead Arrangers and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) believes in good faith that it is necessary or appropriate for it to resist any legal process or other compulsion of law which is purported to be asserted against it) and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii). (c) If any payment of principal of, or any conversion Conversion of, any Eurodollar Advance SOFR Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such AdvanceRevolving Loan, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.06(c), 2.07(c), 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.12 or 2.16, acceleration of the maturity of the Advances outstanding Borrowings pursuant to Section 6.01 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reasonreason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any lossloss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLoan. (cd) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of the Obligations. (e) The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to indemnify and hold each Lenderthe Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the LC IssuerExtensions of Credit or the use or proposed use of the proceeds thereof, any of the Administrative Agent transactions contemplated by any of the foregoing or in the loan documentation and each the performance by an Indemnified Party by any of their respective Affiliatesthe foregoing except to the extent that any loss, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost liability or expense (including reasonable attorney’s fees is found in a judgment by a court of competent jurisdiction by final and expenses, whether or not such Indemnified Person is named as a party nonappealable judgment to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting have resulted from such Indemnified PersonParty’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c. (f) shall survive In the repayment event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of all amounts owing by or against the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination or any of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reasonits Affiliates in which such Indemnified Party is not named as a defendant, the Borrower agrees to make reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the maximum contribution to the payment fees and satisfaction thereof which is permissible under applicable lawdisbursements of its legal counsel.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer Documentation Agent, the Syndication Agents and the Arrangers in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges and out-of-pocket expenses of counsel (including including, without limitation, in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers such Agents with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers such Agents as to their respective rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer or Documentation Agent and any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Borrower’s obligations under this Agreement Notes and the other documents to be delivered by the Borrower hereunder, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion Conversion of, any Adjusted CD Rate Advance or Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Contract Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.10 or 2.12 2.13 or acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Contract Advance. (c) The Borrower hereby agrees to indemnify and hold each Lender, the LC Issuer, the Administrative each Agent and each of their respective Affiliates, officers, directors and employees (each, an “"Indemnified Person”") harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s 's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement Agreement, the Notes or the transactions contemplated herebythereby, or the use by the Borrower or any Subsidiary of its subsidiaries of the proceeds of any Advance; , provided that the Borrower shall not be liable for any portion of any such claimclaims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses resulting from such Indemnified Person’s 's gross negligence or willful misconduct. The Borrower’s 's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the Notes and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers Agent in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement, subject, in each case, to the terms of the Fee Letter. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the Borrower’s obligations under rights of the Lenders under, this Agreement and the other documents to be delivered by the Borrower hereunder, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.09(d), 2.10, 2.11 or 2.12 or 2.13, acceleration of the maturity of the Advances pursuant to Section 6.01 or 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(e) for any other reason, the Borrower shall, upon demand by any Lender or any LC Issuing Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuing Bank any amount amounts required to compensate such Lender or such LC Issuing Bank for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including, without limitation, any loss (including any loss of anticipated profits upon such Lender's or such LC Issuing Bank's representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender's determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder. (c) The Borrower hereby agrees to indemnify and hold each Lender, the each LC IssuerIssuing Bank, the Administrative Agent and each of their respective Affiliates, Affiliates and their respective officers, directors directors, employees and employees professional advisors (each, an “"Indemnified Person”") harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s 's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur arising out which may be claimed against any of them by any Person or entity by reason of or relating to in connection with the execution, delivery or performance of this Agreement or the transactions any transaction contemplated hereby, or the use by the Borrower or any Subsidiary of its subsidiaries of the proceeds of any Advance; provided that Advance or the use by the Borrower shall not be liable for or any portion beneficiary of any Letter of Credit of such claimLetter of Credit, damageexcept that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, lossdamages, liabilitylosses, cost liabilities, costs or expense resulting expenses are finally determined by a court of competent jurisdiction to have resulted from such Indemnified Person’s the gross negligence or willful misconductmisconduct of such Indemnified Person. The Borrower’s 's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders Lenders, the LC Issuing Banks, and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert any claim against any Lender, any LC Issuing Bank, any of such Lender's or such LC Issuing Bank's affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances or the use by the Borrower or any beneficiary of any Letter of Credit of such Letter of Credit.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay promptly pay, as an Administrative Expense, no later than the next Payment Date that occurs at least 15 Business Days (or, if earlier, on the next date that a Permitted Distribution occurs) after written demand is made therefor all costs reasonable and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including the reasonable fees, internal charges and documented out-of-pocket costs and expenses of counsel (including in-house counsel) for the Administrative AgentAgents in connection with the administration and any waiver, consent, modification, amendment or similar agreement in respect of this Agreement, the LC Issuer Notes or any other Facility Document and the Arrangers with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agents as to their respective rights rights, remedies and responsibilities under this Agreementresponsibilities. The Borrower further agrees to pay promptly pay, as an Administrative Expense, no later than the next Payment Date following at least fifteen (15) Business Days prior written demand therefor (or, if earlier, on the next date that a Permitted Distribution occurs after written demand therefor), all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) each of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses Secured Parties in connection with the enforcement of rights under this Section 8.04(a)Agreement, the Notes or any other Facility Document, including the reasonable and documented fees and disbursements of one outside counsel and one local counsel in each relevant jurisdiction for each of the Facility Agent and the Collateral Agent in connection therewith. (b) If any payment of principal of, or any conversion of, any Eurodollar Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower agrees to indemnify and hold harmless, as an Administrative Expense, each Lender, the LC Issuer, the Administrative Agent Secured Party and each of their Affiliates and the respective Affiliates, officers, directors directors, employees, agents, managers of, and employees any Person controlling any of, the foregoing (each, an “Indemnified PersonParty”) harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost obligations, expenses, penalties, actions, suits, judgments and disbursements of any kind or expense nature whatsoever (including the reasonable attorney’s and documented fees and expensesdisbursements of counsel, whether or not such which shall be in any case limited to one (1) firm of attorneys (and any required local counsel) to all Indemnified Person is named Parties, taken as a party whole (and, in the case of an actual or perceived conflict of interest, an additional counsel to any proceeding or is otherwise subjected to judicial or legal process arising from any all such proceedingsimilarly situated affected parties)) that may be incurred by or asserted or awarded against any of them may pay or incur Indemnified Party, in each case arising out of or relating in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated) (collectively, the “Liabilities”), including any such Liability that is incurred or arises out of or in connection with, or by reason of, any one or more of the following: (i) subject to Section 12.04(c), preparation for a defense of any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement, any other Facility Document or any of the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower contained in any Facility Document; (iii) any representation or warranty made or deemed made by the Borrower contained in any Facility Document or in any certificate, statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Secured Parties a first-priority perfected security interest in all of the Collateral free and clear of all Liens, other than Permitted Liens; and (vi) any Default or Event of Default; except to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from any such Indemnified Party’s own gross negligence, fraud or willful misconduct (and in such case such Indemnified Party shall repay the Borrower the amount of any amounts previously reimbursed by the Borrower pursuant to this Section 12.04(b) to such Indemnified Party and, to the extent not repaid by any of them, such Indemnified Party’s related Indemnified Parties shall repay such amounts). Notwithstanding the foregoing, the Borrower shall not be liable under this Section 12.04(b) for any special, punitive or consequential damages except in each case in connection with a claim, suit or proceeding filed or made against an Indemnified Person by a person who is not a party to this Agreement nor an Affiliate of a party to this Agreement to the extent otherwise indemnified therefor pursuant to this Section 12.04(b). This Section 12.04 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) In the event that an Indemnified Party becomes involved in any action, claim, or legal, governmental or administrative proceeding (an "Action") for which it seeks indemnification hereunder, the transactions contemplated herebyIndemnified Party shall promptly notify the other party or parties against whom it seeks indemnification (the "Indemnifying Party") in writing of the nature and particulars of the Action. Upon written notice to the Indemnified Party acknowledging in writing that the indemnification provided hereunder applies to the Indemnified Party in connection with the Action, the Indemnifying Party may assume the defense of the Action at its expense with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right to retain separate counsel in connection with the Action, and the Indemnifying Party shall not be liable for the legal fees and expenses of the Indemnified Party after the Indemnified Party has done so; provided, that if the Indemnified Party shall have been advised in writing by counsel that under prevailing ethical standards there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of such Action, or the use Indemnified Party determines that the Indemnifying Party is not conducting the defense of the Action in a manner reasonably protective of the interests of the Indemnified Party, the reasonable and documented out-of-pocket outside legal fees and expenses of the Indemnified Party shall be paid by the Borrower Indemnifying Party; provided, further, that the Indemnifying Party shall not, in connection with any one Action or any Subsidiary separate but substantially similar or related Actions in the same jurisdiction arising out of the proceeds same general allegations or circumstances, be liable for the fees or expenses of more than one separate firm of attorneys (and any Advancerequired local counsel) for all Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, an additional counsel to all such similarly situated affected Indemnified Parties), which firm (and local counsel, if any) shall be designated in writing to the Indemnifying Party by the Indemnified Party. If the Indemnifying Party elects to assume the defense of the Action, it shall have full control over the conduct of such defense; provided provided, that the Indemnifying Party and its counsel shall, as reasonably requested by the Indemnified Party or its counsel, consult with and keep them informed with respect to the conduct of such defense. The Indemnifying Party shall not settle an Action without the prior written approval of the Indemnified Party unless such settlement provides for the full and unconditional release of the Indemnified Party from all liability in connection with the Action. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with the defense of the Action. The Borrower shall not be liable for any portion settlement of any such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c) shall survive Action effected without the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations written consent of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof (which is permissible under applicable lawshall not be unreasonably withheld or delayed).

Costs and Expenses; Indemnification. (a) The Each Borrower severally agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including the reasonable fees, internal charges and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer issuer and the Arrangers with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers as to their respective rights and responsibilities under this Agreement, in each case to the extent attributable to such Borrower; it being understood that to the extent any such costs and expenses are not attributable to a particular Borrower, each Borrower shall pay its proportionate share thereof (according to the number of Borrowers at the time such costs and expenses were incurred). The Each Borrower further severally agrees to pay on demand all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the such Borrower’s obligations under this Agreement Agreement, the Notes issued by such Borrower and the other documents to be delivered by the such Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a), in each case to the extent attributable to such Borrower; it being understood that to the extent any such costs and expenses are not attributable to a particular Borrower, each Borrower shall pay its proportionate share thereof (according to the number of Borrowers at the time such costs and expenses were incurred). (b) If any payment of principal of, or any conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reason, the applicable Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Each Borrower hereby severally agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent and each of their respective Affiliates, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement Agreement, the Notes or the transactions contemplated herebythereby, or the use by the Borrower such Borrowers or any Subsidiary of its Subsidiaries of the proceeds of any AdvanceAdvance to such Borrower, in each case to the extent such claims damages, losses, liabilities, costs or expenses are attributable to such Borrower, it being understood that to the extent any such claims, damages, losses, liabilities, costs or expenses are not attributable to a particular Borrower, each Borrower shall pay its proportionate share thereof (according to the number of Borrowers at the time such claims, damages, losses, liabilities, costs or expenses arose); provided that the no Borrower shall not be liable for any portion of any such claimclaims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses resulting from such Indemnified Person’s gross negligence or willful misconduct. The Each Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the such Borrower to the Lenders and the Administrative Agent under this Agreement and the Notes issued by such Borrower and the termination of the CommitmentsCommitments to such Borrower. If and to the extent that the obligations of the a Borrower under this Section 8.04(c) are unenforceable for any reason, the such Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers Agent in connection with the preparation, execution, delivery, syndication, administration, syndication, modification and amendment of this Agreement Agreement, any Note and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket out‑of‑pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all reasonable out-of-pocket costs and expenses, if any (including including, without limitation, reasonable counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, Agent and the LC Issuer or any Lender Lenders in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement Agreement, any Note and the other documents to be delivered by the Borrower hereunder, including reasonable including, without limitation, counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a8.05(a). The Borrower’s obligations under this Section 8.05(a) shall survive (x) the repayment of all amounts owing to the Lenders and the Administrative Agent under this Agreement and any Note and (y) the termination of this Agreement. (b) If Except as otherwise expressly provided to the contrary herein, if any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.08 or 2.11 or a prepayment pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances any amounts owing hereunder pursuant to Section 6.01 or upon an assignment made upon demand of the Borrower pursuant to Section 2.17(b) or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment redeployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. The Borrower’s obligations under this Section 8.05(b) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and any Note and the termination of this Agreement. (c) The Borrower hereby agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent and each of their respective Affiliates, Affiliates and their respective officers, directors directors, partners, employees and employees professional advisors (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, lossliabilities, liabilityobligations, cost losses, penalties, costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur that may be claimed against any of them by any Person (including the Borrower) by reason of or in connection with or arising out of any investigation, litigation or relating proceeding related to this Agreement or Agreement, any of the transactions contemplated hereby, herein and any use or the proposed use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that , except to the Borrower shall not be liable for any portion of any extent such claim, damage, liability, obligation, loss, liabilitypenalty, cost or expense resulting is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c8.05(c) shall survive (x) the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and any Note and (y) the termination of the Commitmentsthis Agreement. If and to the extent that the obligations of the Borrower under this Section 8.04(c8.05(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and in satisfaction thereof which of such obligations that are not unenforceable that is permissible under applicable Applicable Law or, if less, such amount that may be ordered by a court of competent jurisdiction. (d) To the extent permitted by law, the Borrower also agrees not to assert any claim against any Indemnified Person on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) in connection with, arising out of, or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, Agent and the LC Issuer and the Arrangers Issuing Banks in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunderLoan Documents, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, Agent and the LC Issuer and the Arrangers Issuing Banks with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the Borrower’s obligations under rights of the Lenders under, this Agreement and the other documents to be delivered by the Borrower hereunderLoan Documents, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.09(b), 2.10, 2.11 or 2.12 or 2.13, acceleration of the maturity of the Advances pursuant to Section 6.01 or 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(e) for any other reason, the Borrower shall, upon demand by any Lender or any LC Issuing Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuing Bank any amount amounts required to compensate such Lender or such LC Issuing Bank for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including, without limitation, any loss (including any loss of anticipated profits upon such Lender’s or such LC Issuing Bank’s representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender’s determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder. (c) The Borrower hereby agrees to indemnify and hold each Lender, the each LC IssuerIssuing Bank, the Administrative Agent and each Related Party of their respective Affiliates, officers, directors and employees any of the foregoing Persons (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur arising out which may be claimed against any of them by any Person or entity by reason of or relating to in connection with the execution, delivery or performance of this Agreement or the transactions any other Loan Document or any transaction contemplated herebyhereby or thereby, or the use by the Borrower or any Subsidiary of its Subsidiaries of the proceeds of any Advance; provided that Advance or the use by the Borrower shall not be liable for or any portion beneficiary of any Letter of Credit of such claimLetter of Credit, damageexcept that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, lossdamages, liabilitylosses, cost liabilities, costs or expense resulting expenses are finally determined by a court of competent jurisdiction to have resulted from such Indemnified Person’s the gross negligence or willful misconductmisconduct of such Indemnified Person. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders Lenders, the LC Issuing Banks, and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert, and hereby waives, any claim against any Lender, any LC Issuing Bank, any of such Lender’s or such LC Issuing Bank’s affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement or any other Loan Document, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Advances or the use by the Borrower or any beneficiary of any Letter of Credit of such Letter of Credit. No Indemnified Person referred to in this subsection (c) 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 Loan Documents or the transactions contemplated hereby or thereby.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers Agent in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement Agreement, any Note and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, reasonable counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, Agent and the LC Issuer or any Lender Lenders in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement Agreement, any Note and the other documents to be delivered by the Borrower hereunder, including reasonable including, without limitation, counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 or 2.12 or a prepayment pursuant to Section 2.10 or acceleration of the maturity of the Advances any amounts owing hereunder pursuant to Section 6.01 or upon an assignment made upon demand of the Borrower pursuant to Section 8.07(h) or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment redeployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.. The Borrower’s obligations under this subsection (b) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and any Note and the termination of the Commitments (c) The Borrower hereby agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent and each of their respective Affiliates, Affiliates and their respective officers, directors directors, employees and employees professional advisors (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, lossliabilities, liability, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur that may be claimed against any of them by any Person by reason of or in connection with or arising out of any investigation, litigation or relating proceeding related to this Agreement the Commitments hereunder and any use or the transactions contemplated hereby, or the proposed use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that , except to the Borrower shall not be liable for any portion of any extent such claim, damage, loss, liability, cost or expense resulting is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and any Note and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and in satisfaction thereof which of such obligations that are not unenforceable that is permissible under applicable Applicable Law or, if less, such amount that may be ordered by a court of competent jurisdiction. (d) To the extent permitted by law, the Borrower also agrees not to assert any claim against any Indemnified Person on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) in connection with, arising out of, or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the LC Issuer Agent and the Arrangers Arranger in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement Agreement, the Notes, if any, and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of one firm of attorneys retained as counsel (including in-house counsel) for the Administrative Agent, the LC Issuer Agent and the Arrangers with respect thereto and Arranger with respect to advising the Administrative Agent, the LC Issuer Agent and the Arrangers Arranger as to their respective rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all direct out-of-pocket losses, and reasonable out-of-pocket costs and expenses, if any (including counsel reasonable fees and expenses of outside counsel and reasonable allocated costs and expenses of internal in-house counsel), incurred by the Administrative Agent, the LC Issuer or of any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses Bank in connection with the enforcement (whether by legal proceedings, negotiation or otherwise) of rights under this Section 8.04(a)Agreement, the Notes, if any, and the other documents delivered hereunder. (b) If If, due to payments made by the Borrower due to acceleration of the maturity of the Advances pursuant to Section 9.01 or due to any payment other reason, any Bank receives payments of principal of, or of any conversion of, any Eurodollar Fixed Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender such Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Bank any amount amounts required to compensate such Lender Bank for any additional lossdirect out-of-pocket losses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionpayment, including including, without limitation, any such loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Bank to fund or maintain such Advance. (c) The Subject to the next sentence, the Borrower agrees to indemnify and hold each Lender, the LC Issuer, harmless the Administrative Agent and each Bank and each of their respective Affiliatesdirectors, officers, directors officers and employees (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, lossliabilities and expenses (including, liabilitywithout limitation, cost or expense (including reasonable attorney’s fees and expensesdisbursements of outside counsel and reasonable allocated costs and expenses of in-house counsel) which may be incurred by or asserted against the Administrative Agent or such Bank or any such director, officer or employee in connection with or arising out of any investigation, litigation, or proceeding (i) related to any transaction or proposed transaction (whether or not consummated) in which any proceeds of any Borrowing are applied or proposed to be applied, directly or indirectly, by the Borrower, whether or not the Administrative Agent or such Indemnified Person Bank or any such director, officer or employee is named as a party to such transactions or (ii) related to the Borrower’s entering into this Agreement, or to any proceeding actions or is otherwise subjected to judicial or legal process arising from any such proceeding) that omissions of the Borrower, any of them may pay its Subsidiaries or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower affiliates or any Subsidiary of the proceeds of any Advance; provided that the its or their respective officers, directors or employees in connection therewith. The Borrower shall not be liable for required to indemnify any such indemnified Person from or against any portion of any such claimclaims, damagedamages, loss, liability, cost liabilities or expense resulting from such Indemnified Person’s expenses (a) arising out of the gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(cmisconduct of such indemnified Person or (b) shall survive that result from the repayment of all amounts owing violation by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination or Bank of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawlaw or judicial order.

Costs and Expenses; Indemnification. (a) The Borrower FE agrees to pay on demand all costs and expenses incurred by either the Administrative Agent, the LC Issuer and the Arrangers Agent or any Fronting Banks in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement Agreement, any Note, any Letter of Credit and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer Agent and the Arrangers Fronting Banks with respect thereto and with respect to advising the Administrative Agent, the LC Issuer Agent and the Arrangers Fronting Bank as to their respective rights and responsibilities under this Agreement. The Borrower FE further agrees to pay on demand all costs and expenses, if any (including including, without limitation, reasonable counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer or any Lender Fronting Banks and the Lenders in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement Agreement, any Note and the other documents to be delivered by the Borrower hereunder, including reasonable including, without limitation, counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a8.05(a). (b) If any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.11 or 2.14 or a prepayment pursuant to Section 2.12 or acceleration of the maturity of the Advances any amounts owing hereunder pursuant to Section 6.01 or upon an assignment made upon demand of a Borrower pursuant to Section 8.08(h) or for any other reason, the Borrower FE shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment redeployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. FE’s obligations under this subsection (b) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and any Note and the termination of the Commitments. (c) The Each Borrower hereby agrees to indemnify and hold each Lender, the LC Issuereach Fronting Bank, the Administrative Agent and each of their respective Affiliates, Affiliates and their respective officers, directors directors, employees and employees professional advisors (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, lossliabilities, liability, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur that may be claimed against any of them by any Person (including any Borrower) by reason of or in connection with or arising out of any investigation, litigation or relating proceeding related to this Agreement the Commitments or the transactions contemplated hereby, commitment of each Fronting Bank hereunder and any use or the proposed use by the any Borrower or any Subsidiary of the proceeds of any Advance; provided that Extension of Credit or the Borrower shall not be liable for any portion existence or use of any Letter of Credit or the amounts drawn thereunder, except to the extent such claim, damage, loss, liability, cost or expense resulting is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. The Each Borrower’s obligations under this Section 8.04(c8.05(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders Lenders, the Fronting Banks and the Administrative Agent under this Agreement and any Note and the termination of the Commitments, the commitment of the Fronting Banks hereunder and any Letters of Credit. If and to the extent that the obligations of the Borrower Borrowers under this Section 8.04(c8.05(c) are unenforceable for any reason, the each Borrower agrees to make the maximum contribution to the payment and in satisfaction thereof which of such obligations that are not unenforceable that is permissible under applicable Applicable Law or, if less, such amount that may be ordered by a court of competent jurisdiction. (d) To the extent permitted by law, each Borrower also agrees not to assert any claim against any Indemnified Person on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) in connection with, arising out of, or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances. (e) Each Borrower shall be liable for its pro rata share of any payment to be made by the Borrowers under this Section 8.05, such pro rata share to be determined on the basis of such Borrower’s Fraction; provided, however, that if and to the extent that any such liabilities are reasonably determined by the Borrowers (subject to the approval of the Administrative Agent which approval shall not be unreasonably withheld) to be directly attributable to a specific Borrower or Borrowers, only such Borrower or Borrowers, as the case may be, shall be liable for such payments.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand (i) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent, the LC Issuer Joint Lead Arrangers and the Arrangers their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement, and (ii) all reasonable out of pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower further agrees to pay on promptly upon demand all reasonable costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks, if any, (A) in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by Loan Documents, including its rights under this Section, or (B) in connection with the Borrower Loans made or Letters of Credit issued hereunder, including all such reasonable counsel out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent, the Lenders and the LC Issuing Banks taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent, any Lender and any LC Issuing Banks to the extent needed to avoid an actual or potential conflict of interest). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) believes in good faith that it is necessary or appropriate for it to resist any legal process or other compulsion of law which is purported to be asserted against it) and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii). (c) If any payment of principal of, or any conversion Conversion of, any Eurodollar Advance SOFR Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such AdvanceRevolving Loan, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.06(c), 2.07(c), 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.12 or 2.16, acceleration of the maturity of the Advances outstanding Borrowings pursuant to Section 6.01 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reasonreason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any lossloss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLoan. (cd) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to indemnify and hold each Lenderthe Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the LC IssuerExtensions of Credit or the use or proposed use of the proceeds thereof, any of the Administrative Agent transactions contemplated by any of the foregoing or in the loan documentation and each the performance by an Indemnified Party by any of their respective Affiliatesthe foregoing except to the extent that any loss, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost liability or expense (including reasonable attorney’s fees is found in a judgment by a court of competent jurisdiction by final and expenses, whether or not such Indemnified Person is named as a party nonappealable judgment to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting have resulted from such Indemnified PersonParty’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c. (f) shall survive In the repayment event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of all amounts owing by or against the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination or any of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reasonits Affiliates in which such Indemnified Party is not named as a defendant, the Borrower agrees to make reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the maximum contribution to the payment fees and satisfaction thereof which is permissible under applicable lawdisbursements of its legal counsel.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all reasonable and documented out of pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of outside legal counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender, and any other holder of any Obligations outstanding hereunder, all documented out of pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the LC Issuer L/C Issuer, such Lender, or any such holder, including reasonable and the Arrangers documented out of pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the preparation, execution, delivery, administration, syndication, modification and amendment enforcement of this Agreement and any of the other documents to be delivered hereunder, including the reasonable fees, internal charges and out-of-pocket expenses of counsel Loan Documents (including in-house counsel) for all such costs and expenses incurred in connection with any proceeding under the Administrative Agent, United States Bankruptcy Code involving the LC Issuer and the Arrangers with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Borrower or any Guarantor as to their respective rights and responsibilities under this Agreementa debtor thereunder). The Borrower further agrees to pay on demand all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by indemnify the Administrative Agent, the LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiationsL/C Issuer, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion of, any Eurodollar Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower agrees to indemnify and hold each Lender, the LC Issuerand any security trustee therefor, the Administrative Agent and each of their respective Affiliatesdirectors, officers, directors employees, agents, financial advisors, and employees consultants (each, each such Person being called an “Indemnified PersonIndemnitee”) harmless from against all losses, claims, damages, penalties, judgments, liabilities and against any claimexpenses (including, damagewithout limitation, loss, liability, cost or expense (including all reasonable attorney’s documented out of pocket fees and expensesdisbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not such Indemnified Person the Indemnitee is named as a party thereto, or any settlement arrangement arising from or relating to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceedinglitigation) that which any of them may pay or incur arising out of or relating to this Agreement any Loan Document or any of the transactions contemplated hereby, thereby or the use by the Borrower direct or any Subsidiary indirect application or proposed application of the proceeds of any Advance; provided that Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification, as determined in a final, non‑appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified, as determined in a final, non-appealable judgment by a court of competent jurisdiction. To the extent permitted by applicable law, the Borrower shall not be liable for assert, and hereby waives, any portion claim against any Indemnitee, on any theory of any such claim, damage, loss, liability, cost for special, indirect, consequential or expense resulting from such Indemnified Person’s gross negligence punitive damages (as opposed to direct or willful misconductactual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(cshall survive the termination of this Agreement. Notwithstanding anything else provided herein or in any other Loan Document or otherwise and for the avoidance of doubt, no Indemnitee shall be liable for damages resulting from the use by unintended recipients of information or other materials obtained through electronic, telecommunications or other information transmission systems except to the extent such damages resulted primarily from the gross negligence or willful misconduct of such Indemnitee, as determined in a final, non-appealable judgment by a court of competent jurisdiction. (b) are unenforceable The Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to sue for any reasonclaim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by Whitestone REIT, the Borrower agrees or any Subsidiary or otherwise occurring on or with respect to make its Property (whether owned or leased), (ii) the maximum contribution operation or violation of any environmental law, whether federal, state, or local, and any regulations promulgated thereunder, by Whitestone REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with Whitestone REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by Whitestone REIT, the Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct or gross negligence of the relevant Indemnitee, as determined in a final, non‑appealable judgment by a court of competent jurisdiction. This indemnification shall survive the payment and satisfaction thereof of all Obligations and the termination of this Agreement for a period of five (5) years, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Borrower and shall inure to the benefit of each Indemnitee and its successors and assigns. (c) To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by any of them to the Administrative Agent (or any sub‑agent thereof), the L/C Issuer, the Swingline Lender or any Related Party (and without limiting its obligation to do so) or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer, the Swingline Lender or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the L/C Issuer, the Swingline Lender or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the L/C Issuer or the Swingline Lender solely in its capacity as such, only the Lenders party to the Revolving Credit shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each such Lender’s share of the Revolving Credit Exposure at such time); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub‑agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The Lenders agree to indemnify the Administrative Agent and Sustainability Structuring Agent (to the extent not reimbursed by the Borrower) in their respective Percentages from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any nature whatsoever which is permissible may be imposed on, incurred by or asserted against the Administrative Agent or Sustainability Structuring Agent in any way relating to or arising out of the Sustainability Applicable Margin Adjustment and Sustainability Facility Fee Adjustment with respect to any of the Loan Documents or any other document contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or Sustainability Structuring Agent with respect to such Sustainability Applicable Margin Adjustment and Sustainability Facility Fee Adjustment under applicable lawany of the Loan Documents or any document contemplated hereby or thereby, except that no Lender shall be liable to the Administrative Agent or Sustainability Structuring Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent or Sustainability Structuring Agent as finally determined by a court of competent jurisdiction. The Lenders’ obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all the costs and expenses incurred by of the Administrative Agent, the LC Issuer and the Arrangers Bank (i) in connection with the negotiation, preparation, execution, delivery, administration, syndication, modification execution and amendment delivery of this Agreement Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunderhereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and (ii) in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers with respect thereto and Bank with respect to advising all of the Administrative Agentforegoing (whether or not the transactions contemplated hereby are consummated); provided, however, that the LC Issuer Borrower shall not be obligated to pay in excess of $7,000 for legal fees and the Arrangers as to their respective rights and responsibilities under this Agreementexpenses in connection with clause (i) above. The Borrower further agrees to pay on demand to the Bank or any other holder of the Obligations all costs and expensesexpenses (including court costs and reasonable attorneys’ fees), if any (including counsel fees and expenses of outside counsel and of internal counsel)any, incurred or paid by the Administrative Agent, the LC Issuer Bank or any Lender other holder of the Obligations in connection with the collection and enforcement (whether through negotiations, legal proceedings any Default or otherwise) Event of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses Default or in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, Agreement or any conversion of, any Eurodollar Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment other Loan Documents or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reasoninstrument or document delivered hereunder or thereunder (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower shall, upon demand by or any Lender (with a copy of such demand to the Administrative Agentguarantor), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) . The Borrower further agrees to indemnify the Bank, and hold each Lenderany security trustee, the LC Issuer, the Administrative Agent and each of their respective Affiliatesdirectors, officersofficers and employees, directors against all losses, claims, damages, penalties, judgments, liabilities and employees expenses (eachincluding, an “Indemnified Person”) harmless from and against any claimwithout limitation, damage, loss, liability, cost all expenses of litigation or expense (including reasonable attorney’s fees and expensespreparation therefor, whether or not such Indemnified the indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceedingthereto) that which any of them may pay or incur arising out of or relating to this Agreement any Loan Document or any of the transactions contemplated hereby, thereby or the use by the Borrower direct or any Subsidiary indirect application or proposed application of the proceeds of any Advance; provided that extension of credit made available hereunder, other than those which arise from the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconductmisconduct of the party claiming indemnification. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing , upon demand by the Borrower Bank at any time, shall reimburse the Bank for any legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the Lenders and the Administrative Agent under this Agreement and the termination gross negligence or willful misconduct of the Commitmentsparty to be indemnified. If and to the extent that the The obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, shall survive the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawtermination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers Agent in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered by the Borrower hereunder, including the reasonable fees, internal charges and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer Agent or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Borrower’s obligations under this Agreement Notes and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion of, any Eurodollar Advance Rate Advance, is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances Loans pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower hereby agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent and each of their respective Affiliates, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement Agreement, the Notes or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; , provided that the Borrower shall not be liable for any portion of any such claimclaims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses resulting from such Indemnified Person’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the Notes and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay reimburse on demand the Administrative Agent, the Syndication Agents and the Co-Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses (including, subject to such limits as may be agreed to in writing by the applicable parties from time to time, the reasonable and documented fees, time charges and expenses of one law firm for the Administrative Agent, the Syndication Agents and the Co-Lead Arrangers, and, with the prior written consent of the Borrower (such consent not to be unreasonably withheld), any special or local counsel deemed appropriate by such law firm) incurred by the Administrative Agent, the LC Issuer Syndication Agents and the Co-Lead Arrangers in connection with the preparation, negotiation, distribution through e-mail or secured website, execution, delivery, administration, syndication, modification syndication and amendment enforcement of this Agreement Agreement, the Notes, if any, and the other documents to be delivered hereunderhereunder or contemplated hereby; provided, including the reasonable feeshowever, internal charges and that such out-of-pocket costs and expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer Syndication Agents and the Co-Lead Arrangers with respect thereto through the date of execution of this Agreement shall only be payable as set forth in a separate fee letter (if any) executed and with respect delivered prior to advising the effective date of this Agreement by the Administrative Agent, the LC Issuer Syndication Agents, the Co-Lead Arrangers and the Arrangers as to their respective rights and responsibilities under this AgreementBorrower. The Borrower further agrees to pay on demand all direct out-of-pocket losses, and reasonable out-of-pocket costs and expenses, if any (including counsel reasonable fees and out-of-pocket expenses of outside counsel and of internal counsel), incurred by of the Administrative Agent, the LC Issuer or any Lender in connection with the collection Issuing Bank, any Swingline Bank and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses any Bank in connection with the enforcement (whether by legal proceedings, negotiation or otherwise) of rights under this Section 8.04(a)Agreement, the Notes, if any, and the other documents delivered hereunder; provided that the Borrower shall not be obligated to pay the fees, time charges and expenses of any counsel other than (i) a single counsel for the Administrative Agent, (ii) a single counsel for the Banks, (iii) any local or special counsel reasonably determined to be necessary by the counsel referred to in clause (i) or (ii) above, and (iv) any additional counsel reasonably determined to be necessary by any counsel for the Banks pursuant to clause (ii) or (iii) above due to an actual or potential conflict of interest. (b) If (i) due to payments made by the Borrower due to acceleration of the maturity of the Advances pursuant to Section 9.01 or due to any payment other reason, any Bank receives payments of principal ofof any Eurodollar Rate Advance, or any conversion of, any Eurodollar Rate Advance is made Converted to a Base Rate Advance, in each case other than on the last day of the Interest Period for such AdvanceAdvance or (ii) the Borrower fails to borrow, as a result of a payment convert, continue or conversion prepay any Eurodollar Rate Advance on the date specified in any notice delivered by it pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reasonhereto, the Borrower shall, upon demand by any Lender Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Bank any amount amounts required to compensate such Lender Bank for any additional lossdirect out-of-pocket losses, cost costs or expense expenses which it may reasonably incur as a result of such payment payment, Conversion or conversionfailure, including including, any losssuch loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender such Bank to fund or maintain such Advance; provided that the amount of such loss, cost or expense shall not exceed the amount determined by such Bank to be the excess, if any, of (i) the amount of interest that would have accrued on a principal amount equal to such Advance, at the Eurodollar Rate applicable to such Advance, for the period from the date of such payment to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Advance) (in either such case, the “Relevant Period”), over (ii) the amount of interest that would accrue on such principal amount for the Relevant Period at the interest rate that such Bank would bid, were it to bid at the commencement of the Relevant Period, for deposits in Dollars in a comparable amount and for the Relevant Period from other banks in the London interbank market. For purposes of calculating amounts payable by the Borrower to a Bank under this Section 11.04(b), each Bank shall be deemed to have funded each Eurodollar Rate Advance made by it at the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the London interbank market for such currency for a comparable amount and for a comparable period. (c) The Subject to the next sentence, the Borrower agrees to indemnify and hold each Lender, the LC Issuer, harmless the Administrative Agent Agent, each Issuing Bank, each Swingline Bank, each Bank, their respective Affiliates and each of their the foregoing’s respective Affiliatesdirectors, officers, directors officers and employees (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, loss, liability, cost or expense liabilities and out-of-pocket expenses (including reasonable attorney’s fees and expensesout-of-pocket expenses of outside counsel) which may be incurred by or asserted against the Administrative Agent, such Issuing Bank, such Swingline Bank or such Bank or any such director, officer or employee in connection with or arising out of any investigation, litigation, or proceeding (whether or not any such claim, litigation, investigation or proceeding is brought by the Borrower, its equity holders, its Affiliates, its creditors or any other Person) (i) related to this Agreement, any transaction or proposed transaction (whether or not consummated) contemplated hereby or in which any proceeds of any Borrowing are applied or proposed to be applied, directly or indirectly, by the Borrower, whether or not the Administrative Agent, such Indemnified Person Issuing Bank, such Swingline Bank or such Bank or any such director, officer or employee is named as a party to such transactions or (ii) related to the Borrower’s entering into this Agreement, or to any proceeding actions or omissions of the Borrower, any of its Subsidiaries or Affiliates or any of its or their respective officers, directors or employees in connection therewith, and in each case regardless of whether the indemnified Person is otherwise subjected party thereto. The Borrower shall not be required to judicial or legal process arising from indemnify any such proceedingindemnified Person from or against any portion of such claims, damages, liabilities or expenses (a) that any of them may pay or incur arising out of the gross negligence or relating willful misconduct of such indemnified Person as determined in a final judgment by a court of competent jurisdiction or (b) that result from the violation by the Administrative Agent, such Issuing Bank, such Swingline Bank or such Bank of any law or judicial order. (d) To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any claim against any other party hereto, 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 or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or Letter of Credit or the use by the Borrower or any Subsidiary of the proceeds thereof; provided that, nothing in this clause (d) shall relieve the Borrower of any Advance; provided that the Borrower shall not be liable for any portion of any obligation it may have to indemnify a Person against special, indirect, consequential or punitive damages asserted against such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing Person by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawa third party.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers Agent in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement, subject, in each case, to the terms of the Fee Letter. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the Borrower’s obligations under rights of the Lenders under, this Agreement and the other documents to be delivered by the Borrower hereunder, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.05(b)(iii), 2.09(d), 2.10, 2.11 or 2.12 or 2.13, acceleration of the maturity of the Advances pursuant to Section 6.01 or 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(g) for any other reason, the Borrower shall, upon demand by any Lender or any LC Issuing Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuing Bank any amount amounts required to compensate such Lender or such LC Issuing Bank for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including, without limitation, any loss (including any loss of anticipated profits upon such Lender's or such LC Issuing Bank's representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender's determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder. (c) The Borrower hereby agrees to indemnify and hold each Lender, the each LC IssuerIssuing Bank, the Administrative Agent and each of their respective Affiliates, Affiliates and their respective officers, directors directors, employees and employees professional advisors (each, an “"Indemnified Person”") harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s 's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur arising out which may be claimed against any of them by any Person or entity by reason of or relating to in connection with the execution, delivery or performance of this Agreement or the transactions any transaction contemplated hereby, or the use by the Borrower or any Subsidiary of its subsidiaries of the proceeds of any Advance; provided that Advance or the use by the Borrower shall not be liable for or any portion beneficiary of any Letter of Credit of such claimLetter of Credit, damageexcept that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, lossdamages, liabilitylosses, cost liabilities, costs or expense resulting expenses are finally determined by a court of competent jurisdiction to have resulted from such Indemnified Person’s the gross negligence or willful misconductmisconduct of such Indemnified Person. The Borrower’s 's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders Lenders, the LC Issuing Banks, and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert any claim against any Lender, any LC Issuing Bank, any of such Lender's or such LC Issuing Bank's affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances or the use by the Borrower or any beneficiary of any Letter of Credit of such Letter of Credit.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs reasonable and documented out-of-pocket fees and expenses incurred by of the Administrative Agent, the LC Issuer Agent and the Arrangers of each Lead Arranger in connection with the preparation, executiondue diligence, delivery, administrationnegotiation, syndication, modification and amendment administration of this Agreement the Loan Documents (including, but not limited to, the reasonable and documented fees, disbursements and other charges of counsel, which shall be limited to one counsel to the Lead Arrangers and the other documents Administrative Agent, and of any special and local (but limited to one in any relevant jurisdiction) counsel to the Lenders required to be delivered hereunderretained by the Lead Arrangers and in the case of an actual or perceived conflict of interest, one additional counsel for all similarly situated Persons, taken as a whole in each appropriate jurisdiction) (whether or not the transactions contemplated herein are consummated). The Borrower agrees to pay to the Administrative Agent, each Lead Arranger and each Lender, all out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, such Lead Arranger, such Lender, or any such holder, including reasonable and documented attorneys’ fees and disbursements and court costs, in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower as a debtor thereunder) or in connection with any work-out or restructuring in respect of the Obligations hereunder. (b) The Borrower further agrees to indemnify the Administrative Agent, each Lead Arranger and each Lender and each of their Affiliates and successors and assigns and their respective directors, officers, employees, agents, financial advisors, controlling Persons, consultants and other representatives (each such Person being called an “Indemnitee”) from and against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable feesand documented out-of-pocket fees and disbursements of counsel (which charges shall be limited charges of one counsel to all Indemnitees, internal charges taken together, and of any special and local (but limited to one in any relevant jurisdiction) counsel to the such Indemnitees required to be retained and in the case of an actual or perceived conflict of interest among Indemnitees, one additional counsel for all similarly situated Persons, taken as a whole in each appropriate jurisdiction) and all reasonable and documented out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers as to their respective rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer litigation or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion of, any Eurodollar Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent and each of their respective Affiliates, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost or expense (including reasonable attorney’s fees and expensespreparation therefor, whether or not such Indemnified Person the Indemnitee is named as a party thereto, or any settlement arrangement arising from or relating to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceedinglitigation) that which any of them may pay or incur arising out of or relating to this Agreement any Loan Document or any of the transactions contemplated hereby, thereby or the use direct or indirect application or proposed application of the proceeds of any Loan or any actual or alleged presence or Release of Hazardous Materials on or from any Property owned or operated by the Borrower or any Subsidiary or any liability under any Environmental Law, except, in each case, (i) to the extent such losses, claims, damages, penalties, judgments, liabilities and expenses resulted from such Indemnitee’s or any of its Related Persons’ gross negligence, bad faith or willful misconduct as determined by a final, non-appealable judgment of a court with competent jurisdiction, (ii) to the extent resulting from any claim, litigation, investigation or proceeding that does not involve the act or omission of the Borrower or any of its Affiliates and that is brought by an Indemnitee solely against another Indemnitee, other than claims against the Lead Arrangers or Administrative Agent in its capacity in fulfilling its role as such or (iii) to the extent arising from a material breach by such Indemnitee or any of its Related Persons of its obligations under this Agreement as found by a final, non-appealable judgment of a court with competent jurisdiction. (c) To the extent permitted by applicable law, the Borrower shall not, nor shall any Indemnitee or any Indemnitee’s Related Persons, assert, and each such Person hereby waives, any claim against any other such Person, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds of any Advancethereof; provided that this clause (c) shall not limit the indemnity obligations of the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconducthereunder. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, 13.15 shall survive the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawtermination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers Agent in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, Agent and the LC Issuer or any Lender Lenders in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the Borrower’s obligations under rights of the Lenders under, this Agreement and the other documents to be delivered by the Borrower hereunder, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) . If any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.07(c), 2.08, 2.09 or 2.12 or 2.11, acceleration of the maturity of the Advances pursuant to Section 6.01 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(g) or (h) or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including, without limitation, any loss (including any loss of anticipated profits upon such Lender's representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender's determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder. The Borrower hereby agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent and each of their respective Affiliates, Affiliates and their respective officers, directors directors, employees and employees professional advisors (each, an “"Indemnified Person”") harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s 's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur arising out which may be claimed against any of them by any Person or entity by reason of or relating to in connection with the execution, delivery or performance of this Agreement or the transactions any transaction contemplated hereby, or the use by the Borrower or any Subsidiary of its subsidiaries of the proceeds of any Advance; provided , except that no Indemnified Person shall be entitled to any indemnification hereunder to the Borrower shall not be liable for any portion extent that such claims, damages, losses, liabilities, costs or expenses are finally determined by a court of any such claim, damage, loss, liability, cost or expense resulting competent jurisdiction to have resulted from such Indemnified Person’s the gross negligence or willful misconductmisconduct of such Indemnified Person. The Borrower’s 's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert any claim against any Lender, any of such Lender's affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand (i) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent, the LC Issuer Joint Lead Arrangers and the Arrangers their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement, and (ii) all reasonable out of pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower further agrees to pay on promptly upon demand all reasonable costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks, if any, (A) in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by Loan Documents, including its rights under this Section, or (B) in connection with the Borrower Loans made or Letters of Credit issued hereunder, including all such reasonable counsel out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent, the Lenders and the LC Issuing Banks taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent, any Lender and any LC Issuing Banks to the extent needed to avoid an actual or potential conflict of interest). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Joint Lead Arrangers and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) believes in good faith that it is necessary or appropriate for it to resist any legal process or other compulsion of law which is purported to be asserted against it) and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii). (c) If any payment of principal of, or any conversion Conversion of, any Eurodollar Advance SOFR Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such AdvanceRevolving Loan, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.06(c), 2.07(c), 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.12 or 2.16, acceleration of the maturity of the Advances outstanding Borrowings pursuant to Section 6.01 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reasonreason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any lossloss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLoan. (cd) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to indemnify and hold each Lenderthe Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the LC IssuerExtensions of Credit or the use or proposed use of the proceeds thereof, any of the Administrative Agent transactions contemplated by any of the foregoing or in the loan documentation and each the performance by an Indemnified Party by any of their respective Affiliatesthe foregoing except to the extent that any loss, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost liability or expense (including reasonable attorney’s fees is found in a judgment by a court of competent jurisdiction by final and expenses, whether or not such Indemnified Person is named as a party nonappealable judgment to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting have resulted from such Indemnified PersonParty’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c. (f) shall survive In the repayment event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of all amounts owing by or against the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination or any of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reasonits Affiliates in which such Indemnified Party is not named as a defendant, the Borrower agrees to make reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the maximum contribution to the payment fees and satisfaction thereof which is permissible under applicable lawdisbursements of its legal counsel.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers Agent in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including the reasonable fees, internal charges and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer Agent or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If In the event of any payment of principal of, or any conversion of, any Eurodollar Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, or the assignment of a Eurodollar Advance other than on the last day of the Interest Period for such Advance as a result of a request by the Borrower pursuant to Section 8.07(g) or the failure to borrow any Eurodollar Advance on the date specified in any notice delivered pursuant hereto, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it may reasonably incur as a result of such payment or conversionevent, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower agrees to indemnify and hold each Lender, the LC Issuer, Lender and the Administrative Agent and each of their respective Affiliates, officers, directors and employees Related Parties (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost or expense (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconductmisconduct as determined in a final non-appealable order of a court of competent jurisdiction. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the CommitmentsCommitments and this Agreement. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. This Section 8.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax xxxxx.Xx the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s equityholders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto.

Costs and Expenses; Indemnification. (a) The Each Borrower severally agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers Lead Arranger in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges and out-of-pocket expenses of counsel (including including, without limitation, in-house counsel) for the Administrative Agent, the LC Issuer issuer and the Arrangers Lead Arranger with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Lead Arranger as to their respective rights and responsibilities under this Agreement, in each case to the extent attributable to such Borrower; it being understood that to the extent any such costs and expenses are not attributable to a particular Borrower, each Borrower shall pay its proportionate share thereof according to the Borrowers' respective Sublimits at the time such costs and expenses were incurred. The Each Borrower further severally agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of such Borrower's obligations this Agreement, the Borrower’s obligations under this Agreement Notes issued by such Borrower and the other documents to be delivered by the such Borrower hereunder, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a), in each case to the extent attributable to such Borrower; it being understood that to the extent any such costs and expenses are not attributable to a particular Borrower, each Borrower shall pay its proportionate share thereof according to the Borrowers' respective Sublimits at the time such costs and expenses were incurred. (b) If any payment of principal of, or any conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reason, the applicable Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversion, including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Each Borrower hereby severally agrees to indemnify and hold each Lender, the LC Issuer, the Administrative each Agent and each of their respective Affiliates, officers, directors and employees (each, an “"Indemnified Person”") harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s 's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement Agreement, the Notes or the transactions contemplated herebythereby, or the use by the Borrower such Borrowers or any Subsidiary of its Subsidiaries of the proceeds of any Advance; provided Advance to such Borrower, in each case to the extent such claims damages, losses, liabilities, costs or expenses are attributable to such Borrower, it being understood that to the extent any such claims, damages, losses, liabilities, costs or expenses are not attributable to a particular Borrower, each Borrower shall not pay its proportionate share thereof according to the Borrowers' respective Sublimits at the time such claims, damages, losses, liabilities, costs or expenses arose; provided, however, that no Borrower shall be liable for any portion of any such claimclaims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses resulting from such Indemnified Person’s 's gross negligence or willful misconduct. The Each Borrower’s 's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the such Borrower to the Lenders and the Administrative Agent under this Agreement and the Notes issued by such Borrower and the termination of the CommitmentsCommitments to such Borrower. If and to the extent that the obligations of the a Borrower under this Section 8.04(c) are unenforceable for any reason, the such Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand (i) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent, the LC Issuer Joint Lead Arrangers and the Arrangers their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses, (B) the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this AgreementAgreement and (C) all out-of-pocket fees and expenses of the Administrative Agent and its Affiliates in connection with any action taken to effect the Collateral Release, and (ii) all reasonable out of pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower further agrees to pay on promptly upon demand all reasonable costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks, if any, (A) in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by Loan Documents, including its rights under this Section, or (B) in connection with the Borrower Loans made or Letters of Credit issued hereunder, including all such reasonable counsel out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent, the Lenders and the LC Issuing Banks taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent, any Lender and any LC Issuing Banks to the extent needed to avoid an actual or potential conflict of interest). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Joint Lead Arrangers and each LC Issuing Bank, and each Related Party of any DMSLIBRARY01\30351218.v6 of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) believes in good faith that it is necessary or appropriate for it to resist any legal process or other compulsion of law which is purported to be asserted against it) and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii). (c) If any payment of principal of, or any conversion Conversion of, any Eurodollar Advance Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such AdvanceRevolving Loan, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.06(c), 2.07(c), 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.12 or 2.16, acceleration of the maturity of the Advances outstanding Borrowings pursuant to Section 6.01 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reasonreason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any lossloss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLoan. DMSLIBRARY01\30351218.v6 (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of the Obligations. (ce) The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to indemnify and hold each Lenderthe Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the LC IssuerExtensions of Credit or the use or proposed use of the proceeds thereof, any of the Administrative Agent transactions contemplated by any of the foregoing or in the loan documentation and each the performance by an Indemnified Party by any of their respective Affiliatesthe foregoing except to the extent that any loss, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost liability or expense (including reasonable attorney’s fees is found in a judgment by a court of competent jurisdiction by final and expenses, whether or not such Indemnified Person is named as a party nonappealable judgment to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting have resulted from such Indemnified PersonParty’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c. (f) shall survive In the repayment event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of all amounts owing by or against the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination or any of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reasonits Affiliates in which such Indemnified Party is not named as a defendant, the Borrower agrees to make reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the maximum contribution to the payment fees and satisfaction thereof which is permissible under applicable lawdisbursements of its legal counsel.

Costs and Expenses; Indemnification. (a) The Each Borrower severally agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Co-Lead Arrangers in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including the reasonable fees, internal charges and out-of-pocket expenses of counsel (including in-in- house counsel) for the Administrative Agent, the LC Issuer and the Co-Lead Arrangers with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Co-Lead Arrangers as to their respective rights and responsibilities under this Agreement, in each case to the extent attributable to such Borrower; it being understood that to the extent any such costs and expenses are not attributable to a particular Borrower, each Borrower shall pay its proportionate share thereof according to the Borrowers’ respective Sublimits at the time such costs and expenses were incurred. The Each Borrower further severally agrees to pay on demand all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the such Borrower’s obligations under this Agreement Agreement, any Note issued by such Borrower and the other documents to be delivered by the such Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a), in each case to the extent attributable to such Borrower; it being understood that to the extent any such costs and expenses are not attributable to a particular Borrower, each Borrower shall pay its proportionate share thereof according to the Borrowers’ respective Sublimits at the time such costs and expenses were incurred. (b) If any payment of principal of, or any conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the applicable Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Each Borrower hereby severally agrees to indemnify and hold each Lender, the LC Issuer, the Administrative each Agent and each of their respective Affiliates, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement Agreement, any Note issued by such Borrower or the transactions contemplated hereby, or the use by the Borrower such Borrowers or any Subsidiary of its Subsidiaries of the proceeds of any AdvanceAdvance to such Borrower, in each case to the extent such claims damages, losses, liabilities, costs or expenses are attributable to such Borrower, it being understood that to the extent any such claims, damages, losses, liabilities, costs or expenses are not attributable to a particular Borrower, each Borrower shall pay its proportionate share thereof according to the Borrowers’ respective Sublimits at the time such claims, damages, losses, liabilities, costs or expenses arose; provided that the no Borrower shall not be liable for any portion of any such claimclaims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses resulting from such Indemnified Person’s gross negligence or willful misconduct. The Each Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the such Borrower to the Lenders and the Administrative Agent under this Agreement and any Note issued by such Borrower and the termination of the CommitmentsCommitments to such Borrower. If and to the extent that the obligations of the a Borrower under this Section 8.04(c) are unenforceable for any reason, the such Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs and Expenses; Indemnification. (a) The Borrower Each Loan Party agrees jointly and severally to pay on demand (i) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent, the LC Issuer Agent and the Arrangers Initial Lender in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement the Loan Documents (including, without limitation), (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and the other documents to be delivered hereunderrecording fees and expenses, including (B) the reasonable fees, internal charges and out-of-pocket documented fees and expenses of one counsel (including in-house counsel) for the Initial Lender and the Administrative Agent, collectively (and (y) if necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole and (x) solely in the LC Issuer case of an actual or potential conflict of interest, (A) one additional counsel to all affected Persons, taken as a whole, and the Arrangers (B) one additional local counsel in each relevant jurisdiction to all affected Persons, taken as a whole), with respect thereto (including, without limitation, with respect to reviewing and advising on any matters required to be completed by the Loan Parties on a post-closing basis), with respect to advising the Administrative Agent, Agent or the LC Issuer and the Arrangers Initial Lender as to their respective rights and responsibilities responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement. The Borrower further agrees the Loan Documents, with respect to pay on demand all costs negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and expenseswith respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, if insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto and (including counsel C) the reasonable and documented fees and expenses of outside one counsel for the Lenders and the Administrative Agent collectively (and (y) if necessary, of internal counselone local counsel in any relevant jurisdiction to all such Persons, taken as a whole and (x) solely in the case of an actual or potential conflict of interest, (A) one additional counsel to all affected Persons, taken as a whole, and (B) one additional local counsel in each relevant jurisdiction to all affected Persons, taken as a whole), incurred by with respect to the preparation, execution, delivery and review of any documents and instruments at any time delivered pursuant to any of the Loan Documents, and (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the LC Issuer or any and each Lender in connection with any work-out or the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable and the other documents to be delivered by the Borrower hereunder, including reasonable counsel documented fees and expenses of one counsel for the Administrative Agent and the Lenders with respect thereto, collectively (and (y) if necessary, of one local counsel in connection with any relevant jurisdiction to all such Persons, taken as a whole and (x) solely in the enforcement case of rights under this Section 8.04(aan actual or potential conflict of interest, (A) one additional counsel to all affected Persons, taken as a whole, and (B) one additional local counsel in each relevant jurisdiction to all affected Persons, taken as a whole)). (b) If any payment of principal ofEach Loan Party agrees to indemnify, or any conversion ofdefend and save and hold harmless each Indemnified Party from and against, and shall pay on demand, any Eurodollar Advance is made other than on the last day and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable and documented fees and expenses of the Interest Period one counsel for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it all parties) that may reasonably incur as a result of such payment or conversion, including any loss, cost or expense be incurred by reason of the liquidation or reemployment of deposits asserted or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent and each of their respective Affiliates, officers, directors and employees (each, an “Indemnified Person”) harmless from and awarded against any claimIndemnified Party, damage, loss, liability, cost or expense (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur in each case arising out of or relating to this Agreement in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the transactions contemplated herebyFacilities, the actual or the proposed use by the Borrower or any Subsidiary of the proceeds of the Advances, the Loan Documents or any Advance; provided that of the Borrower shall not be liable for transactions contemplated thereby or (ii) the actual or alleged presence or Release of or exposure to Hazardous Materials on any portion property of any Loan Party or any of its Subsidiaries or any Environmental Action relating in any way to any Loan Party or any of its Subsidiaries, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNIFIED PARTY, except to the extent such claim, damage, loss, liability, cost liability or expense resulting is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified PersonParty’s gross negligence or willful misconduct. The Borrower’s obligations under In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(c9.04(b) applies, such indemnity shall survive be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnified Party, whether or not any Indemnified Party is otherwise a party thereto and whether or not the repayment of all amounts owing transactions contemplated by the Borrower Loan Documents are consummated. Each Loan Party also agrees not to assert any claim against the Administrative Agent, any Lender or any of their Affiliates, or any of their respective officers, directors, employees, agents and advisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Lenders Facilities, the actual or proposed use of the proceeds of the Advances, the Loan Documents or any of the transactions contemplated by the Loan Documents. (c) [Reserved]. (d) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, reasonable and documented fees and expenses of one counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent under this Agreement and the termination of the Commitments. If and or any Lender, in its sole discretion. (e) Without prejudice to the extent that survival of any other agreement of any Loan Party hereunder or under any other Loan Document, the agreements and obligations of the Borrower under and the other Loan Parties contained in Sections 2.09, 2.10 and 2.12, Section 7.06 and this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to 9.04 shall survive the payment in full of principal, interest and satisfaction thereof which is permissible all other amounts payable hereunder and under applicable lawany of the other Loan Documents.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers Agent in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, Agent and the LC Issuer or any Lender Lenders in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the Borrower’s obligations under rights of the Lenders under, this Agreement and the other documents to be delivered by the Borrower hereunder, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.08(d), 2.09 or 2.12 or 2.12, acceleration of the maturity of the Advances pursuant to Section 6.01 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(i) or (j) or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including, without limitation, any loss (including any loss of anticipated profits upon such Lender's representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender's determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder. (c) The Borrower hereby agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent and each of their respective Affiliates, Affiliates and their respective officers, directors directors, employees and employees professional advisors (each, an “"Indemnified Person”") harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s 's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur arising out which may be claimed against any of them by any person or entity by reason of or relating to in connection with the execution, delivery or performance of this Agreement or the transactions any transaction contemplated herebythereby, or the use by the Borrower or any Subsidiary of its subsidiaries of the proceeds of any Advance; provided , except that no Indemnified Person shall be entitled to any indemnification hereunder to the Borrower shall not be liable for any portion extent that such claims, damages, losses, liabilities, costs or expenses are finally determined by a court of any such claim, damage, loss, liability, cost or expense resulting competent jurisdiction to have resulted from such Indemnified Person’s the gross negligence or willful misconductmisconduct of such Indemnified Person. The Borrower’s 's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs and Expenses; Indemnification. (a) The Each Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the LC Issuer Agent and the Arrangers each Fronting Bank in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement Agreement, any Note, any Letter of Credit and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer Agent and the Arrangers Fronting Banks with respect thereto and with respect to advising the Administrative Agent, the LC Issuer Agent and the Arrangers Fronting Banks as to their respective rights and responsibilities under this Agreement. The Each Borrower further agrees to pay on demand all reasonable out-of-pocket costs and expenses, if any (including including, without limitation, reasonable counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer or any Lender Fronting Banks and the Lenders in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement Agreement, any Note and the other documents to be delivered by the Borrower hereunder, including reasonable including, without limitation, counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a8.05(a). Each Borrower’s obligations under this subsection (a) shall survive the repayment of all other amounts owing to the Lenders, the Fronting Banks and the Administrative Agent under this Agreement and any Note and the termination of the Commitments. (b) If Except as otherwise expressly provided to the contrary herein, if any payment of principal of, or any conversion Conversion of, any Eurodollar RateTerm Benchmark Advance (or, if applicable, RFR Advance) is made other than on the last day of the Interest Period for such Advance, (or, with respect to an RFR Advance, other than on the interest payment date applicable thereto pursuant to Section 2.08(c)), as a result of a payment or conversion Conversion pursuant to Section 2.09 2.11 or 2.14 or a prepayment pursuant to Section 2.12 or acceleration of the maturity of the Advances any amounts owing hereunder pursuant to Section 6.01 or upon an assignment made upon demand of any Borrower pursuant to Section 2.22(b) or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent and each of their respective Affiliates, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost or expense (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.88

Costs and Expenses; Indemnification. (a) The Each Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the LC Issuer Agent and the Arrangers each Fronting Bank in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement Agreement, any Note, any Letter of Credit and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket outofpocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer Agent and the Arrangers Fronting Banks with respect thereto and with respect to advising the Administrative Agent, the LC Issuer Agent and the Arrangers Fronting Banks as to their respective rights and responsibilities under this Agreement. The Each Borrower further agrees to pay on demand all reasonable out-of-pocket costs and expenses, if any (including including, without limitation, reasonable counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer or any Lender Fronting Banks and the Lenders in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement Agreement, any Note and the other documents to be delivered by the Borrower hereunder, including reasonable including, without limitation, counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a8.05(a). Each Borrower’s obligations under this subsection (a) shall survive the repayment of all other amounts owing to the Lenders, the Fronting Banks and the Administrative Agent under this Agreement and any Note and the termination of the Commitments. (b) If Except as otherwise expressly provided to the contrary herein, if any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.11 or 2.14 or a prepayment pursuant to Section 2.12 or acceleration of the maturity of the Advances any amounts owing hereunder pursuant to Section 6.01 or upon an assignment made upon demand of any Borrower pursuant to Section 2.22(b) or for any other reason, the applicable Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment redeployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Each Borrower’s obligations under this subsection (b) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and any Note and the termination of the Commitments. (c) The Each Borrower hereby agrees to indemnify and hold each Lender, the LC Issuereach Fronting Bank, the Administrative Agent and each of their respective Affiliates, officers, directors and employees Related Parties (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, lossliabilities, liabilityobligations, cost losses, penalties, costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is 744162621 otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur that may be claimed against any of them by any Person (including any Borrower) by reason of or in connection with or arising out of any investigation, litigation or relating proceeding related to this Agreement the Commitments or the transactions contemplated hereby, commitment of any Fronting Bank hereunder and any use or the proposed use by the any Borrower or any Subsidiary of the proceeds of any Advance; provided that Extension of Credit or the Borrower shall not be liable for any portion existence or use of any Letter of Credit or the amounts drawn thereunder, except to the extent such claim, damage, liability, obligation, loss, liabilitypenalty, cost or expense resulting is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. The Each Borrower’s obligations under this Section 8.04(c8.05(c) shall survive (x) the repayment of all amounts owing by the Borrower to the Lenders Lenders, the Fronting Banks and the Administrative Agent under this Agreement and any Note, (y) the termination of the Commitments, the commitments of the Fronting Banks hereunder and any Letters of Credit and (z) the termination of this Agreement. If and to the extent that the obligations of the Borrower Borrowers under this Section 8.04(c8.05(c) are unenforceable for any reason, the each Borrower agrees to make the maximum contribution to the payment and in satisfaction thereof which of such obligations that are not unenforceable that is permissible under applicable Applicable Law or, if less, such amount that may be ordered by a court of competent jurisdiction. (d) To the extent permitted by law, each Borrower also agrees not to assert any claim against any Indemnified Person on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) in connection with, arising out of, or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances. (e) Each Borrower shall be liable for any payment to be made by the Borrowers under this Section 8.05; provided, however, that if and to the extent that any such liabilities are reasonably determined by the Borrowers (subject to the approval of the Administrative Agent which approval shall not be unreasonably withheld) to be directly attributable to a specific Borrower, only such Borrower shall be liable for such payments. (f) This Section 8.05 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Costs and Expenses; Indemnification. (a) The Each Borrower severally agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers Lead Arranger in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including the reasonable fees, internal charges and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Lead Arranger with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Lead Arranger as to their respective rights and responsibilities under this Agreement, in each case to the extent attributable to such Borrower; it being understood that to the extent any such costs and expenses are not attributable to a particular Borrower, each Borrower shall pay its proportionate share thereof according to the Borrowers’ respective Sublimits at the time such costs and expenses were incurred. The Each Borrower further severally agrees to pay on demand all costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the such Borrower’s obligations under this Agreement Agreement, the Notes issued by such Borrower and the other documents to be delivered by the such Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a), in each case to the extent attributable to such Borrower; it being understood that to the extent any such costs and expenses are not attributable to a particular Borrower, each Borrower shall pay its proportionate share thereof according to the Borrowers’ respective Sublimits at the time such costs and expenses were incurred. (b) If any payment of principal of, or any conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reason, the applicable Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Each Borrower hereby severally agrees to indemnify and hold each Lender, the LC Issuer, the Administrative each Agent and each of their respective Affiliates, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement Agreement, the Notes or the transactions contemplated herebythereby, or the use by the Borrower such Borrowers or any Subsidiary of its Subsidiaries of the proceeds of any AdvanceAdvance to such Borrower, in each case to the extent such claims damages, losses, liabilities, costs or expenses are attributable to such Borrower, it being understood that to the extent any such claims, damages, losses, liabilities, costs or expenses are not attributable to a particular Borrower, each Borrower shall pay its proportionate share thereof according to the Borrowers’ respective Sublimits at the time such claims, damages, losses, liabilities, costs or expenses arose; provided that the no Borrower shall not be liable for any portion of any such claimclaims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses resulting from such Indemnified Person’s gross negligence or willful misconduct. The Each Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the such Borrower to the Lenders and the Administrative Agent under this Agreement and the Notes issued by such Borrower and the termination of the CommitmentsCommitments to such Borrower. If and to the extent that the obligations of the a Borrower under this Section 8.04(c) are unenforceable for any reason, the such Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand (i) all costs and expenses incurred by of the Joint Lead Arrangers and except as otherwise provided in this Agreement, also the Administrative Agent, the LC Issuer and the Arrangers in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement the Loan Documents (including, without limitation, (A) all due diligence, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of counsel for the Joint Lead Arrangers and the other documents to be delivered hereunderAdministrative Agent with respect thereto, including the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers with respect thereto and Shearman & Sterling LLP with respect to advising the Joint Lead Arrangers or the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement. The the Loan Documents, with respect to negotiations with the Borrower further agrees or with other creditors of the Borrower or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to pay on demand all costs a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto, it being understood and agreed that with respect to the payment of legal fees and expenses, if any unless and until the circumstances set forth in clause (including counsel ii) below shall occur, the Borrower shall only be responsible for the fees and expenses of outside Shearman & Sterling LLP and any local counsel and of internal counsel), incurred selected by the Administrative Agent, the LC Issuer or any Lender it in connection with the collection any and enforcement (whether through negotiations, legal proceedings or otherwise) all of the Borrower’s obligations under this Agreement foregoing), and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees (ii) all costs and expenses of each of the Joint Lead Arrangers, the Administrative Agent and each Lender Party in connection with the enforcement of and/or the protection of its rights under this Section 8.04(athe Loan Documents and Advances made and Letters of Credit issued hereunder, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, or any workout, restructuring or negotiations in respect of the Loan Documents, such Advances or such Letters of Credit (including, without limitation, the reasonable fees and expenses of counsel for each of the Joint Lead Arrangers, the Administrative Agent and each Lender Party with respect thereto). (b) The Borrower agrees to indemnify, defend and save and hold harmless each of Bank of America, BofA Securities, Inc., PNC Bank, PNC Capital Markets LLC, Wxxxx Fargo Bank, and Wxxxx Fargo Securities, LLC, each Lender Party and each of their respective Affiliates and their respective partners, officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, settlement costs, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel (including the allocated cost of internal counsel)) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any actual or prospective claim, investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Facilities, the actual or proposed use of the proceeds of the Advances or the Letters of Credit, the performance by the parties hereto of their respective obligations hereunder or thereunder or any of the transactions contemplated thereby or (ii) the actual or alleged presence or release of Hazardous Materials on any property owned or operated by the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to the Borrower or any of its Subsidiaries, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNIFIED PARTY. The Borrower also agrees not to assert, and hereby waives, any claim against any Lead Arranger, the Administrative Agent, any Lender Party or any of their Affiliates, or any of their respective partners, officers, directors, employees, agents and advisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facilities, the actual or proposed use of the proceeds of the Advances or the Letters of Credit or any of the transactions contemplated hereby. No Indemnified Party 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 Loan Documents or the transactions contemplated hereby or thereby. (c) If any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.06, 2.09(b)(i) or 2.12 or 2.10(d), acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender Party other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon demand by any such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amount amounts required to compensate such Lender Party for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including any lossloss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance. (cd) The If the Borrower agrees fails to indemnify pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and hold each Lenderexpenses of counsel and indemnities, such amount may be paid on behalf of the LC Issuer, Borrower by the Administrative Agent and each or any Lender Party, in its sole discretion. (e) Without prejudice to the survival of their respective Affiliates, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost or expense (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any other agreement of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower hereunder or under any Subsidiary of other Loan Document, the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders agreements and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under contained in Sections 2.10 and 2.12 and this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to 8.04 shall survive the payment in full of principal, interest and satisfaction thereof which is permissible all other amounts payable hereunder and under applicable lawany of the other Loan Documents.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers Agent in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, Agent and the LC Issuer or any Lender Lenders in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the Borrower’s obligations under rights of the Lenders under, this Agreement and the other documents to be delivered by the Borrower hereunder, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) . If any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.07(c), 2.08, 2.09 or 2.12 or 2.11, acceleration of the maturity of the Advances pursuant to Section 6.01 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(g) or (h) or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including, without limitation, any loss (including any loss of anticipated profits upon such Lender's representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.. Notwithstanding the forgoing, the Borrower agrees that if the Borrower prepays any Advance prior to November 24, 2007, then the Borrower also shall pay to the Lenders their loss of anticipated profit from the date of prepayment until November 24, 2007 and the Lenders shall not be required to mitigate such loss. The Borrower and the Lenders agree that the lost profits shall be calculated as follows: [1.85% * (Principal Amount) * (Actual Days / 360)] / [(1 + (Interest Rate) ^ (Actual Days /(2* 360))] where (ci) Principal Amount is the aggregate principal amount of all Advances outstanding on the prepayment date (ii) Interest Rate is the Eurodollar Rate for the time period which is half the length of time from the date of prepayment to November 24, 2007. The Eurodollar Rate used in the denominator shall be determined three days prior to the date of prepayment. Actual Days is the actual number of days between the date of prepayment and November 24, 2007 Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender's determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder. The Borrower hereby agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent and each of their respective Affiliates, Affiliates and their respective officers, directors directors, employees and employees professional advisors (each, an “"Indemnified Person”") harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s 's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur arising out which may be claimed against any of them by any Person or entity by reason of or relating to in connection with the execution, delivery or performance of this Agreement or the transactions any transaction contemplated hereby, or the use by the Borrower or any Subsidiary of its subsidiaries of the proceeds of any Advance; provided , except that no Indemnified Person shall be entitled to any indemnification hereunder to the Borrower shall not be liable for any portion extent that such claims, damages, losses, liabilities, costs or expenses are finally determined by a court of any such claim, damage, loss, liability, cost or expense resulting competent jurisdiction to have resulted from such Indemnified Person’s the gross negligence or willful misconductmisconduct of such Indemnified Person. The Borrower’s 's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert any claim against any Lender, any of such Lender's affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable costs and expenses incurred by of each the Administrative Agent, the LC Issuer CRC and the Arrangers Citibank in connection with the preparation, executionreview, deliverynegotiation, reproduction, execution and delivery of this Agreement, the Advance Notes and the other Program Documents, including without limitation, the reasonable fees and disbursements of counsel to the Agent, CRC and Citibank. The Borrower also agrees to promptly pay on demand all reasonable costs and expenses of each Secured Party in connection with the administration, syndication, modification and amendment of this Agreement Agreement, the Advance Notes and the other documents to be delivered hereunderProgram Documents including, including without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses disbursements of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers each Secured Party with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers each Secured Party as to their respective rights rights, remedies and responsibilities under this AgreementAgreement and the other Program Documents, all actuarial fees, UCC filing fees and periodic auditing expenses. The Borrower further agrees to pay on demand all reasonable costs and expenses, if any (including counsel fees and expenses of outside counsel the Secured Parties (including, without limitation, the reasonable fees and disbursements of internal counsel), incurred by the Administrative Agent, the LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Borrower’s obligations under this Agreement Advance Notes, the Loan Documents and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a)Program Documents. (b) If any payment of principal of, or any conversion of, any Eurodollar Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reasonIn addition, the Borrower shallshall pay on demand (i) any and all commissions of placement agents and commercial paper dealers in respect of commercial paper notes issued to fund the Advances, upon demand by (ii) any Lender (with a copy and all costs and expenses of such demand to the Administrative Agent), pay to the Administrative Agent any issuing and paying agent or other Person responsible for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason administration of the liquidation Lender's commercial paper program in connection with the preparation, completion, issuance, delivery or reemployment payment of deposits or other funds acquired by any Lender commercial paper notes issued to fund or maintain such Advancethe Advances, and (iii) in connection with the transaction contemplated by the Program Documents, the applicable pro-rata costs and expenses of the rating agencies' rating the Lender's commercial paper notes. (c) The Borrower agrees to indemnify and hold harmless each Lender, the LC Issuer, the Administrative Agent Secured Party and each of their Affiliates and the respective Affiliates, officers, directors directors, employees, agents, managers of, and employees any Person controlling any of, the foregoing (each, an “"Indemnified Person”Party") harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost obligations, expenses, penalties, actions, suits, judgments and disbursements of any kind or expense nature whatsoever, (including including, without limitation, the reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceedingdisbursements of counsel) (collectively the "Liabilities") that may be incurred by or asserted or awarded against any of them may pay or incur Indemnified Party, in each case arising out of or relating in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any Loan Document or any other Program Document to which the Borrower is a party or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including, without limitation any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement or any other Program Document or any of the transactions contemplated hereby, hereby or the use thereby; (ii) any breach or alleged breach of any covenant by the Borrower or the Custodian contained in any Subsidiary Program Document; (iii) any representation or warranty made by the Borrower or the Custodian, contained in any Program Document or in any certificate, statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower or the Custodian to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Secured Parties a first priority perfected security interest in all of the proceeds of Assigned Collateral; (vi) any Advance; provided that action or omission, not expressly authorized by the Program Documents, by the Borrower shall not be liable for or the Custodian, which has the effect of reducing or impairing the Assigned Collateral or the rights of the Agent or the Secured Parties with respect thereto; (vii) any portion Default or Event of Default; and (viii) any transactions related to the funding, carrying or repayment of the outstanding principal amount of the Advances in connection with the Program Documents; except to the extent any such claimLiability payable to an Indemnified Party is found in a final, damage, loss, liability, cost or expense resulting non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s Party's gross negligence or willful misconduct. The Borrower’s . (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations under of the Borrower contained in this Section 8.04(c) 9.04 shall survive the repayment termination of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination payment in full of principal and Yield on the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawAdvances.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers Agent in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement Agreement, any Note and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, reasonable counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, Agent and the LC Issuer or any Lender Lenders in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement Agreement, any Note and the other documents to be delivered by the Borrower hereunder, including reasonable including, without limitation, counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a8.05(a). (b) If any payment of principal of, or any conversion Conversion of, any Eurodollar Advance Rate Loan is made other than on the last day of the Interest Period for such AdvanceLoan, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.11 or 2.14 or a prepayment pursuant to Section 2.12 or acceleration of the maturity of the Advances any amounts owing hereunder pursuant to Section 6.01 or upon any assignment made upon demand of the Borrower pursuant to Section 8.08(h) or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment redeployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.Loan. The Borrower’s obligations under this subsection (b) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and any Note and the termination of the Commitments. (NY) 08014/507/FIRSTENERGY/CA.doc (c) The Borrower Each Loan Party hereby agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent and each of their respective Affiliates, Affiliates and their respective officers, directors directors, employees and employees professional advisors (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, lossliabilities, liability, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur that may be claimed against any of them by any Person (including any Loan Party) by reason of or in connection with or arising out of any investigation, litigation or relating proceeding related to this Agreement the Commitments and any use or the transactions contemplated hereby, or the proposed use by the Borrower or any Subsidiary Loan Party of the proceeds of any Advance; provided that Extension of Credit, except to the Borrower shall not be liable for any portion of any extent such claim, damage, loss, liability, cost or expense resulting is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. The BorrowerEach Loan Party’s obligations under this Section 8.04(c8.05(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and any Note and the termination of the Commitments. If and to the extent that the obligations of the Borrower Loan Parties under this Section 8.04(c8.05(c) are unenforceable for any reason, the Borrower each Loan Party agrees to make the maximum contribution to the payment and in satisfaction thereof which of such obligations that are not unenforceable that is permissible under applicable Applicable Law or, if less, such amount that may be ordered by a court of competent jurisdiction. (d) To the extent permitted by law, each Loan Party also agrees not to assert any claim against any Indemnified Person on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) in connection with, arising out of, or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand (i) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent, the LC Issuer Joint Lead Arrangers and the Arrangers their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement, and (ii) all reasonable out of pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower further agrees to pay on promptly upon demand all reasonable costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks, if any, (A) in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by Loan Documents, including its rights under this Section, or (B) in connection with the Borrower Loans made or Letters of Credit issued hereunder, including all such reasonable counsel out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent, the Lenders and the LC Issuing Banks taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent, any Lender and any LC Issuing Banks to the extent needed to avoid an actual or potential conflict of interest). (b) If any payment of principal of, or any conversion of, any Eurodollar Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the The Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to shall indemnify the Administrative Agent for the account of such Lender (and any amount required to compensate such Lender for any additional losssub-agent thereof), cost or expense which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent Joint Lead Arrangers and each LC Issuing Bank, and each Related Party of their respective Affiliates, officers, directors and employees any of the foregoing Persons (each, an “Indemnified PersonParty”) harmless from and against any claimand all claims, damagedamages, losslosses and liabilities, liabilityjoint or several, cost to which any such Indemnified Party may become subject, in each case arising out of or expense in connection with or relating to (including including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable attorney’s expenses (including, without limitation, reasonable fees and expensesexpenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Person Party is named as a party (but if not a party thereto, then only with respect to any proceeding or such proceedings where such Indemnified Party (i) is otherwise subjected subject to judicial or legal process arising from any such proceedingor other compulsion of law, (ii) believes in good faith that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated herebyit will be so subject, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.or

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers Agent in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunderLoan Documents, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, Agent and the LC Issuer or any Lender Lenders in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the Borrower’s obligations under rights of the Lenders under, this Agreement and the other documents to be delivered by the Borrower hereunderLoan Documents, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.07(b), 2.08, 2.09 or 2.12 or 2.11, acceleration of the maturity of the Advances pursuant to Section 6.01 or 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(e) for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including, without limitation, any loss (including any loss of anticipated profits upon such Lender’s representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender’s determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder. (c) The Borrower hereby agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent and each Related Party of their respective Affiliates, officers, directors and employees any of the foregoing Persons (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur arising out which may be claimed against any of them by any Person or entity by reason of or relating to in connection with the execution, delivery or performance of this Agreement or the transactions any other Loan Document or any transaction contemplated herebyhereby or thereby, or the use by the Borrower or any Subsidiary of its Subsidiaries of the proceeds of any Advance; provided , except that no Indemnified Person shall be entitled to any indemnification hereunder to the Borrower shall not be liable for any portion extent that such claims, damages, losses, liabilities, costs or expenses are finally determined by a court of any such claim, damage, loss, liability, cost or expense resulting competent jurisdiction to have resulted from such Indemnified Person’s the gross negligence or willful misconductmisconduct of such Indemnified Person. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert, and hereby waives, any claim against any Lender, any of such Lender’s affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement or any other Loan Document, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Advances. No Indemnified Person referred to in this subsection (c) 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 Loan Documents or the transactions contemplated hereby or thereby.

Costs and Expenses; Indemnification. (a) The a. Each Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, Agent and the LC Issuer and the Arrangers Issuing Banks in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunderLoan Documents, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, Agent and the LC Issuer and the Arrangers Issuing Banks with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement. The Any invoices to the Borrowers with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. Each Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the Borrower’s obligations under rights of the Lenders under, this Agreement and the other documents to be delivered by the Borrower hereunderLoan Documents, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) b. If any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.09(b), 2.10, 2.11 or 2.12 or 2.13, acceleration of the maturity of the Advances pursuant to Section 6.01 or 6.02, assignment to another Lender upon demand of a Borrower pursuant to Section 8.07(e) for any other reason, the applicable Borrower shall, upon demand by any Lender or any LC Issuing Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuing Bank any amount amounts required to compensate such Lender or such LC Issuing Bank for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including, without limitation, any loss (including any loss of anticipated profits upon such Lender’s or such LC Issuing Bank’s representation to such Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the applicable Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender’s determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of such Borrower hereunder. (c) The c. Each Borrower hereby agrees to indemnify and hold each Lender, the each LC IssuerIssuing Bank, the Administrative Agent and each Related Party of their respective Affiliates, officers, directors and employees any of the foregoing Persons (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur arising out which may be claimed against any of them by any Person or entity by reason of or relating to in connection with the execution, delivery or performance of this Agreement or the transactions any other Loan Document or any transaction contemplated herebyhereby or thereby, or the use by the any Borrower or any Subsidiary of its Subsidiaries of the proceeds of any Advance; provided that Advance or the use by any Borrower shall not be liable for or any portion beneficiary of any Letter of Credit of such claimLetter of Credit, damageAND THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, lossIN WHOLE OR IN PART, liabilityUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, cost OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED PERSON, except that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, damages, losses, liabilities, costs or expense resulting expenses are finally determined by a court of competent jurisdiction to have resulted from such Indemnified Person’s the gross negligence or willful misconductmisconduct of such Indemnified Person. The Borrower’s Borrowers’ obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders Lenders, the LC Issuing Banks, and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower Borrowers under this Section 8.04(c) are unenforceable for any reason, the each Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. Each Borrower also agrees not to assert, and hereby waives, any claim against any Lender, any LC Issuing Bank, any of such Lender’s or such LC Issuing Bank’s affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement or any other Loan Document, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Advances or the use by any Borrower or any beneficiary of any Letter of Credit of such Letter of Credit. No Indemnified Person referred to in this subsection (c) 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 Loan Documents or the transactions contemplated hereby or thereby. d. Each Borrower shall be liable for its pro rata share of any payment to be made by the Borrowers under this Section 8.04, such pro rata share to be determined on the basis of such Borrower’s Fraction; provided, however, that if and to the extent that any such liabilities are reasonably determined by the Borrowers (subject to the approval of the Administrative Agent which approval shall not be unreasonably withheld) to be directly attributable to a specific Borrower, only such Borrower shall be liable for such payments.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the LC Issuer Agent and the Joint Lead Arrangers in connection with the preparation, execution, delivery, administrationadministration (including the charges of electronic loan administration platforms), syndication, modification modification, waiver and amendment of this Agreement and the other documents to be delivered hereunder, including the reasonable fees, internal charges and out-of-pocket expenses of one counsel (including in-house counsel) for the Administrative Agent, the LC Issuer Agent and the Joint Lead Arrangers with respect thereto and with respect to advising the Administrative Agent, the LC Issuer Agent and the Joint Lead Arrangers as to their respective rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses, if any (including the reasonable fees, disbursements and other charges of one counsel fees and expenses plus one specialist counsel in any applicable specialty and, solely in the case of outside an actual or potential conflict of interest, of one additional counsel and of internal counselif reasonable and necessary, one local counsel plus one specialist counsel in, respectively each jurisdiction or applicable specialty to the affected Person), incurred by the Administrative Agent, the LC Issuer Agent or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunderhereunder or in connection herewith, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion of, any Eurodollar Advance Loan is made other than on the last day of the Interest Period for such AdvanceLoan, as a result of a payment or conversion pursuant to Section 2.09 2.10 or 2.12 or acceleration of the maturity of the Advances Loans pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional loss, cost or expense which it may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLoan. (c) The Borrower agrees to indemnify and hold each Lender, the LC Issuereach Agent, the Administrative Agent each Joint Lead Arranger and each of their respective Affiliates, officers, directors trustees, shareholders, representatives, attorneys, controlling Persons, partners, directors, advisors, agents and employees (each, an “Indemnified Person”) harmless from and against any action, suit, proceeding (including any investigation or inquiry), claim, damage, loss, liability, cost or expense (including the reasonable attorney’s fees fees, disbursements and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting from such Indemnified Person’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.other

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer Agent and the Lead Arrangers in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges and out-of-pocket expenses of counsel (including including, without limitation, in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers such Agents with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers such Agents as to their respective rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer any Agent or any Lender in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Borrower’s obligations under this Agreement Notes and the other documents to be delivered by the Borrower hereunder, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion of, Conversion of any Eurodollar Advance Rate Advance, is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower hereby agrees to indemnify and hold each Lender, the LC Issuer, the Administrative each Agent and each of their respective Affiliates, officers, directors and employees (each, an “"Indemnified Person”") harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s 's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement Agreement, the Notes or the transactions contemplated herebythereby, or the use by the Borrower or any Subsidiary of its subsidiaries of the proceeds of any Advance; , provided that the Borrower shall not be liable for any portion of any such claimclaims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses resulting from such Indemnified Person’s 's gross negligence or willful misconduct. The Borrower’s 's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and the Notes and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers Agent in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement Agreement, any Note and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket out‑of‑pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all reasonable out-of-pocket costs and expenses, if any (including including, without limitation, reasonable counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, Agent and the LC Issuer or any Lender Lenders in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement Agreement, any Note and the other documents to be delivered by the Borrower hereunder, including reasonable including, without limitation, counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a8.05(a). The Borrower’s obligations under this Section 8.05(a) shall survive (x) the repayment of all amounts owing to the Lenders and the Administrative Agent under this Agreement and any Note and (y) the termination of this Agreement. (b) If Except as otherwise expressly provided to the contrary herein, if any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.08 or 2.11 or a prepayment pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances any amounts owing hereunder pursuant to Section 6.01 or upon an assignment made upon demand of the Borrower pursuant to Section 2.17(b) or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment redeployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. The Borrower’s obligations under this Section 8.05(b) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and any Note and the termination of this Agreement. (c) The Borrower hereby agrees to indemnify and hold each Lender, the LC Issuer, the Administrative Agent and each of their respective Affiliates, Affiliates and their respective officers, directors directors, employees and employees professional advisors (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, lossliabilities, liability, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur that may be claimed against any of them by any Person (including the Borrower) by reason of or in connection with or arising out of any investigation, litigation or relating proceeding related to this Agreement or Agreement, any of the transactions contemplated hereby, herein and any use or the proposed use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that , except to the Borrower shall not be liable for any portion of any extent such claim, damage, loss, liability, cost or expense resulting is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c8.05(c) shall survive (x) the repayment of all amounts owing by the Borrower to the Lenders and the Administrative Agent under this Agreement and any Note and (y) the termination of the Commitmentsthis Agreement. If and to the extent that the obligations of the Borrower under this Section 8.04(c8.05(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and in satisfaction thereof which of such obligations that are not unenforceable that is permissible under applicable Applicable Law or, if less, such amount that may be ordered by a court of competent jurisdiction. (d) To the extent permitted by law, the Borrower also agrees not to assert any claim against any Indemnified Person on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) in connection with, arising out of, or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the LC Issuer Syndication Agent and the Co-Lead Arrangers in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement Agreement, the Notes, if any, and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of one firm of attorneys retained as counsel (including in-house counsel) for the Administrative Agent, the LC Issuer Syndication Agent and the Co-Lead Arrangers with respect thereto and with respect to advising the Administrative Agent, the LC Issuer Syndication Agent and the Co-Lead Arrangers as to their respective rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all direct out-of-pocket losses, and reasonable out-of-pocket costs and expenses, if any (including counsel reasonable fees and out-of-pocket expenses of outside counsel and of internal counsel), incurred by of the Administrative Agent, the LC Issuer or any Lender in connection with the collection Issuing Bank and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by the Borrower hereunder, including reasonable counsel fees and expenses any Bank in connection with the enforcement (whether by legal proceedings, negotiation or otherwise) of rights under this Section 8.04(a)Agreement, the Notes, if any, and the other documents delivered hereunder. (b) If If, due to payments made by the Borrower due to acceleration of the maturity of the Advances pursuant to Section 9.01 or due to any payment other reason, any Bank receives payments of principal ofof any Fixed Rate Advance, or any conversion of, any Eurodollar Fixed Rate Advance is made Converted to a non-Fixed Rate Advance, in each case other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.09 or 2.12 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender such Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Bank any amount amounts required to compensate such Lender Bank for any additional lossdirect out-of-pocket losses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any losssuch loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Bank to fund or maintain such Advance. (c) The Subject to the next sentence, the Borrower agrees to indemnify and hold each Lender, the LC Issuer, harmless the Administrative Agent Agent, each Issuing Bank and each Bank and each of their respective Affiliatesdirectors, officers, directors officers and employees (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, lossliabilities and out-of-pocket expenses (including, liabilitywithout limitation, cost or expense (including reasonable attorney’s fees and expensesout-of-pocket expenses of outside counsel) which may be incurred by or asserted against the Administrative Agent, such Issuing Bank or such Bank or any such director, officer or employee in connection with or arising out of any investigation, litigation, or proceeding (i) related to any transaction or proposed transaction (whether or not consummated) in which any proceeds of any Borrowing are applied or proposed to be applied, directly or indirectly, by the Borrower, whether or not the Administrative Agent, such Indemnified Person Issuing Bank or such Bank or any such director, officer or employee is named as a party to such transactions or (ii) related to the Borrower’s entering into this Agreement, or to any proceeding actions or is otherwise subjected to judicial or legal process arising from any such proceeding) that omissions of the Borrower, any of them may pay its Subsidiaries or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower Affiliates or any Subsidiary of its or their respective officers, directors or employees in connection therewith, and in each case regardless of whether the proceeds of any Advance; provided that the indemnified Person is party thereto. The Borrower shall not be liable for required to indemnify any such indemnified Person from or against any portion of any such claimclaims, damagedamages, loss, liability, cost liabilities or expense resulting from such Indemnified Person’s expenses (a) arising out of the gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(cmisconduct of such indemnified Person as determined in a final judgment by a court of competent jurisdiction or (b) shall survive that result from the repayment of all amounts owing violation by the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination Agent, such Issuing Bank or such Bank of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawlaw or judicial order.

Costs and Expenses; Indemnification. (a) The Each Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the LC Issuer each Fronting Bank and the Arrangers each Swing Line Lender in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement Agreement, any Note, any Letter of Credit and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer Fronting Banks and the Arrangers Swing Line Lenders with respect thereto and with respect to advising the Administrative Agent, the LC Issuer Fronting Banks and the Arrangers each Swing Line Lender as to their respective rights and responsibilities under this Agreement. The Each Borrower further agrees to pay on demand all reasonable out-of-pocket costs and expenses, if any (including including, without limitation, reasonable counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the LC Issuer or any Lender Fronting Banks, the Swing Line Lenders and the Lenders in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement Agreement, any Note and the other documents to be delivered by the Borrower hereunder, including reasonable including, without limitation, counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a8.05(a). (b) If Except as otherwise expressly provided to the contrary herein, if any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.11 or 2.14 or a prepayment pursuant to Section 2.12 or acceleration of the maturity of the Advances any amounts owing hereunder pursuant to Section 6.01 or upon an assignment made upon demand of a Borrower pursuant to Section 8.08(h) or for any other reason, the applicable Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment redeployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Each Borrower’s obligations under this subsection (b) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and any Note and the termination of the Commitments. (c) The Each Borrower hereby agrees to indemnify and hold each Lender, the LC Issuereach Fronting Bank, the Administrative Agent and each of their respective Affiliates, Affiliates and their respective officers, directors directors, employees and employees professional advisors (each, an “Indemnified Person”) harmless from and against any claimand all claims, damagedamages, lossliabilities, liability, cost costs or expense expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur that may be claimed against any of them by any Person (including any Borrower) by reason of or in connection with or arising out of any investigation, litigation or relating proceeding related to this Agreement the Commitments or the transactions contemplated hereby, commitment of each Fronting Bank hereunder and any use or the proposed use by the any Borrower or any Subsidiary of the proceeds of any Advance; provided that Extension of Credit or the Borrower shall not be liable for any portion existence or use of any Letter of Credit or the amounts drawn thereunder, except to the extent such claim, damage, loss, liability, cost or expense resulting is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. The Each Borrower’s obligations under this Section 8.04(c8.05(c) shall survive (x) the repayment of all amounts owing by the Borrower to the Lenders Lenders, the Fronting Banks and the Administrative Agent under this Agreement and any Note, (y) the termination of the Commitments, the commitment of the Fronting Banks hereunder and any Letters of Credit and (z) the termination of this Agreement. If and to the extent that the obligations of the Borrower Borrowers under this Section 8.04(c8.05(c) are unenforceable for any reason, the each Borrower agrees to make the maximum contribution to the payment and in satisfaction thereof which of such obligations that are not unenforceable that is permissible under applicable Applicable Law or, if less, such amount that may be ordered by a court of competent jurisdiction. (d) To the extent permitted by law, each Borrower also agrees not to assert any claim against any Indemnified Person on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) in connection with, arising out of, or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances. (e) Each Borrower shall be liable for its pro rata share of any payment to be made by the Borrowers under this Section 8.05, such pro rata share to be determined on the basis of such Borrower’s Fraction; provided, however, that if and to the extent that any such liabilities are reasonably determined by the Borrowers (subject to the approval of the Administrative Agent which approval shall not be unreasonably withheld) to be directly attributable to a specific Borrower, only such Borrower shall be liable for such payments.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand (i) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent, the LC Issuer Agent and the Arrangers its Affiliates in connection with the preparation, negotiation, execution, delivery, administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement, and (ii) all reasonable out of pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower further agrees to pay on promptly upon demand all reasonable costs and expenses, if any (including counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks, if any, (A) in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of the Borrower’s obligations under this Agreement and the other documents to be delivered by Loan Documents, including its rights under this Section, or (B) in connection with the Borrower Loans made or Letters of Credit issued hereunder, including all such reasonable counsel out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent, the Lenders and the LC Issuing Banks taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent, any Lender and any LC Issuing Banks to the extent needed to avoid an actual or potential conflict of interest). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) believes in good faith that it is necessary or appropriate for it to resist any legal process or other compulsion of law which is purported to be asserted against it) and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii). (c) If any payment of principal of, or any conversion Conversion of, any Eurodollar Advance Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such AdvanceRevolving Loan, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.06(c), 2.07(c), 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.12 or 2.16, acceleration of the maturity of the Advances outstanding Borrowings pursuant to Section 6.01 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reasonreason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount amounts required to compensate such Lender for any additional losslosses, cost costs or expense which expenses that it may reasonably incur as a result of such payment or conversionConversion, including including, without limitation, any lossloss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLoan. (cd) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to indemnify and hold each Lenderthe Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the LC IssuerExtensions of Credit or the use or proposed use of the proceeds thereof, any of the Administrative Agent transactions contemplated by any of the foregoing or in the loan documentation and each the performance by an Indemnified Party by any of their respective Affiliatesthe foregoing except to the extent that any loss, officers, directors and employees (each, an “Indemnified Person”) harmless from and against any claim, damage, loss, liability, cost liability or expense (including reasonable attorney’s fees is found in a judgment by a court of competent jurisdiction by final and expenses, whether or not such Indemnified Person is named as a party nonappealable judgment to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay or incur arising out of or relating to this Agreement or the transactions contemplated hereby, or the use by the Borrower or any Subsidiary of the proceeds of any Advance; provided that the Borrower shall not be liable for any portion of any such claim, damage, loss, liability, cost or expense resulting have resulted from such Indemnified PersonParty’s gross negligence or willful misconduct. The Borrower’s obligations under this Section 8.04(c. (f) shall survive In the repayment event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of all amounts owing by or against the Borrower to the Lenders and the Administrative Agent under this Agreement and the termination or any of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reasonits Affiliates in which such Indemnified Party is not named as a defendant, the Borrower agrees to make reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the maximum contribution to the payment fees and satisfaction thereof which is permissible under applicable lawdisbursements of its legal counsel.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent, the LC Issuer and the Arrangers Agent in connection with the preparation, execution, delivery, syndication administration, syndication, modification and amendment of this Agreement and the other documents to be delivered hereunder, including including, without limitation, the reasonable fees, internal charges fees and out-of-pocket expenses of counsel (including in-house counsel) for the Administrative Agent, the LC Issuer and the Arrangers Agent with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and the Arrangers Agent as to their respective its rights and responsibilities under this Agreement, subject, in each case, to the terms of the Fee Letter. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuer or any Lender Issuing Banks in connection with the collection and enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the Borrower’s obligations under rights of the Lenders under, this Agreement and the other documents to be delivered by the Borrower hereunder, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) If any payment of principal of, or any conversion Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion Conversion pursuant to Section 2.09 2.05(b)(iii), 2.09(d), 2.10, 2.11 or 2.12 or 2.13, acceleration of the maturity of the Advances pursuant to Section 6.01 or 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(e) for any other reason, the Borrower shall, upon demand by any Lender or any LC Issuing Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuing Bank any amount amounts required to compensate such Lender or such LC Issuing Bank for any additional losslosses, cost costs or expense expenses which it may reasonably incur as a result of such payment or conversionConversion, including, without limitation, any loss (including any loss of anticipated profits upon such Lender's or such LC Issuing Bank's representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender's determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder. (c) The Borrower hereby agrees to indemnify and hold each Lender, the each LC IssuerIssuing Bank, the Administrative Agent and each of their respective Affiliates, Affiliates and their respective officers, directors directors, employees and employees professional advisors (each, an “"Indemnified Person”") harmless from and against any claimand all claims, damagedamages, losslosses, liabilityliabilities, cost costs or expense expenses (including reasonable attorney’s 's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may pay incur or incur arising out which may be claimed against any of them by any Person or entity by reason of or relating to in connection with the execution, delivery or performance of this Agreement or the transactions any transaction contemplated hereby, or the use by the Borrower or any Subsidiary of its subsidiaries of the proceeds of any Advance; provided that Advance or the use by the Borrower shall not be liable for or any portion beneficiary of any Letter of Credit of such claimLetter of Credit, damageexcept that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, lossdamages, liabilitylosses, cost liabilities, costs or expense resulting expenses are finally determined by a court of competent jurisdiction to have resulted from such Indemnified Person’s the gross negligence or willful misconductmisconduct of such Indemnified Person. The Borrower’s 's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing by the Borrower to the Lenders Lenders, the LC Issuing Banks, and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert any claim against any Lender, any LC Issuing Bank, any of such Lender's or such LC Issuing Bank's affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances or the use by the Borrower or any beneficiary of any Letter of Credit of such Letter of Credit.