Common use of Costs and Expenses; Indemnification Clause in Contracts

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments of Borrower received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrower, each of the Lenders hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) from and against any and all Losses (as hereinafter defined); provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party of any portion of such Losses resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders shall reimburse Agent upon demand for such Lenders’ ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Administrative Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Administrative Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Administrative Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Administrative Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Administrative Agent to reimburse Administrative Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event Administrative Agent is not reimbursed for such costs and expenses by BorrowerParent, Borrowers or their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Administrative Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Administrative Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys’, accountants, advisors, and consultants fees and expenses) incurred by Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Administrative Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Administrative Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrowerthe Loan Parties and their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay promptly to Agent such Lenders’ Pro Rata Share Lender’s ratable share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Parent Guarantor or Borrowers and without limiting the obligation of Borrower Parent Guarantor and Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s fraud, gross negligence negligence, bad faith or willful misconduct nor shall any Lender be liable for misconduct, or a material breach of the obligations of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereunderDocuments by such Person. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that the Borrowers are required to reimburse the Agent for such costs and expenses and the Agent is not reimbursed promptly for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrower, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrowerthe Loan Parties and their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lender’s ratable share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basisbasis (or, if indemnification is sought after the date upon which the Loans shall have been paid in full, ratably in accordance with such position held immediately prior to such date), shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereundermisconduct. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments of Borrower Collections received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrower, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of out-of-pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrower and its Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share any portion of any the Term Loan or any other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including reasonable fees and expenses of attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Administrative Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Administrative Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Administrative Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Administrative Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Administrative Agent to reimburse Administrative Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event Administrative Agent is not reimbursed for such costs and expenses by BorrowerBorrowers or their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Administrative Agent such Lenders’ Pro Rata Share Lender’s ratable share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Administrative Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Administrative Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Administrative Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section 15.7 shall survive the payment of all Obligations hereunder and the resignation or replacement of Administrative Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrower and its Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, , that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any an Advance, Delayed Draw Term Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys’, accountants’, advisors’, and consultants consultants’ fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including with respect to due diligence expenses and periodic reviews of insurance and Collateral, court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrowers or the Borrower other Loan Parties are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from (a) any deposits paid on or prior to the Closing Date and any subsequent deposits paid by Borrowers or any other Loan Party to Agent hereunder or under any other Loan Document, or (b) payments or proceeds of Borrower the Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by BorrowerBorrowers, any other Loan Party or their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, (i) Agent is authorized and directed to deduct and retain sufficient amounts from any deposits paid on or prior to the Closing Date and any subsequent deposits paid by Borrowers or any other Loan Party to Agent hereunder or under any other Loan Document for the payment of the Indemnified Liabilities and (ii) each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations as determined by a final, non-appealable and binding decision of any other Lenders in failing to make its Pro Rata Share a court of any Loan or other extension of credit hereundercompetent jurisdiction. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers and the other Loan Parties. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent (and any resignation, replacement or termination of any Third Party Agent).

Costs and Expenses; Indemnification. Agent Agents may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent they reasonably deems deem necessary or appropriate for the performance and fulfillment of its their functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent Agents or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent Agents for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event Agent or any Co-Collateral Agent is not reimbursed for such costs and expenses by BorrowerParent or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent or such Lenders’ Pro Rata Share Co-Collateral Agent, as applicable, such Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent and such Co-Collateral Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent or such Co-Collateral Agent, as applicable, is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may may, but shall not be obligated to, incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by BorrowerBorrower or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lender’s ratable share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do soso to the extent required hereunder) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations as finally determined by a court of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereundercompetent jurisdiction. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by BorrowerParent or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lender’s ratable portion thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Lender in failing to make its Pro Rata Share of any Loan or other required extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Holdings, Borrower and their respective Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Holdings, Borrower and their respective Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this the Loan Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower the Borrowing Group received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of the Borrowing Group received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower the Borrowing Group and without limiting the obligation of Borrower the Borrowing Group to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of out-of-pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Each Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent such Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the a Borrower are is obligated to reimburse Agent Agents or Lenders for such expenses pursuant to this Agreement or otherwise. Each Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of each Borrower and its Domestic Subsidiaries received by such Agent to reimburse such Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event an Agent is not reimbursed for such costs and expenses by BorrowerBorrowers or the other Loan Parties, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to such Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse each Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that such Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of any Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Borrowers and their respective Restricted Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrowers and their respective Restricted Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender's Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s 's gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereundermisconduct. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender's Pro Rata Share of any costs or out of pocket expenses (including reasonable attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein or therein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys reasonable attorney’s fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Loan Parties are obligated to reimburse Agent or the Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments or proceeds of Borrower the Collateral received by Agent to reimburse Agent for such reasonable and documented out-of-pocket costs and expenses prior to the distribution of any amounts to the Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrowerany Loan Party, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ for its Pro Rata Share thereofof such costs and expenses. Whether or not the transactions contemplated hereby are consummated, each of the LendersLender, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Loan Parties and without limiting the obligation of Borrower Loan Parties to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; providedprovided that, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations as determined by a court of any other Lenders in failing competent jurisdiction pursuant to make its Pro Rata Share of any Loan or other extension of credit hereundera final and non-appealable judgment. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share its Pro Rata Share of any Agent’s costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerLoan Parties. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Administrative Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Administrative Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable attorneys fees and expenses, reasonable fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Administrative Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Administrative Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower and its Subsidiaries received by Administrative Agent to reimburse Administrative Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Administrative Agent is not reimbursed for such costs and expenses by BorrowerBorrower or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Administrative Agent such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Administrative Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Administrative Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Administrative Agent.

Costs and Expenses; Indemnification. The Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent the Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are any Loan Party is obligated to reimburse the Agent or Lenders for such expenses pursuant to this Agreement or otherwise. The Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Parent and its Subsidiaries received by the Agent to reimburse the Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event the Agent is not reimbursed for such costs and expenses by BorrowerParent or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to the Agent such Lenders’ Pro Rata Lender’s Proportionate Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) ), according to their Proportionate Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse the Agent upon demand for such Lenders’ ratable share Lender’s Proportionate Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Costs and Expenses; Indemnification. Agent may incur and (a) The Borrower agrees to pay certain on demand all costs and expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments of Borrower received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrower, each of the Lenders hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) from and against any and all Losses (as hereinafter defined); provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party of any portion of such Losses resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders shall reimburse Agent upon demand for such Lenders’ ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by the Administrative Agent in connection with the preparation, execution, delivery, syndication administration, modificationmodification and amendment of this Agreement and the other Loan Documents, amendmentincluding, or without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to 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, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the rights of the Lenders under, this Agreement and the other Loan Documents, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) The Borrower hereby agrees to indemnify and hold each Lender, the Administrative Agent and each Related Party of any of the foregoing Persons (each, an “Indemnified Person”) harmless from and against any and all claims, damages, losses, liabilities, costs or 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 advice process arising from any such proceeding) that any of them may incur or which may be claimed against any of them by any Person or entity by reason of or in respect connection with the execution, delivery or performance of rights or responsibilities under, this Agreement or any other Loan Document or any transaction contemplated hereby or thereby, or the use by the Borrower or any of its Subsidiaries of the proceeds of any Term Loan, AND THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, 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 Agent is not reimbursed for such claims, damages, losses, liabilities, costs or expenses are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or on behalf willful misconduct of Borrowersuch Indemnified Person. The undertaking in Borrower’s obligations under this Section 8.04(b) shall survive the payment repayment of all Obligations hereunder amounts owing to the Lenders and the resignation 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(b) 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 replacement any of Agenttheir 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 Term Loans. No Indemnified Person referred to in this subsection (b) 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. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments of Borrower Collections received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrower, Borrower and each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of out-of-pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Borrowers and their respective Restricted Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrowers and their respective Restricted Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including reasonable attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein or therein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent and Security Trustee may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent and Security Trustee reasonably deems deem necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Parent and its Subsidiaries received by Agent to reimburse Agent and Security Trustee for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event Agent is and Security Trustee are not reimbursed for such costs and expenses by BorrowerParent or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent and Security Trustee such Lenders’ Pro Rata Share Lender’s ratable share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent and Security Trustee upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent or Security Trustee in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is and Security Trustee are not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of AgentAgent or the Security Trustee.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments of Borrower Collections received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrower, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) -Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of out-of- pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, agencies and auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this the Credit Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments of Borrower Collections received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from Collections received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of out-of-pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent Agent, Trustee, or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent (whether directly or from Trustee) to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and expenses by BorrowerBorrower or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, and costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrower and its Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent Agents may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent they reasonably deems deem necessary or appropriate for the performance and fulfillment of its their functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent Agents or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower the Loan Parties received by Agent to reimburse Agent Agents for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event Agent or any Co-Collateral Agent is not reimbursed for such costs and expenses by BorrowerBorrower or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent or such Lenders’ Pro Rata Share Co-Collateral Agent, as applicable, such Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent and such Co-Collateral Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent or such Co-Collateral Agent, as applicable, is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Each Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent such Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable and documented attorneys fees (but excluding allocated costs of internal counsel) and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the any Borrower are is obligated to reimburse Agent Agents or Lenders for such expenses pursuant to this Agreement or otherwise. Each Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower the Loan Parties and their respective Subsidiaries received by such Agent to reimburse such Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event any Agent is not reimbursed for such costs and expenses by Borrowerthe Loan Parties and their respective Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to such Agent such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse the applicable Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of any Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by BorrowerBorrower or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereundermisconduct. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by BorrowerParent or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lxxxxx’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Bxxxxxxx and without limiting the obligation of Borrower to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Term Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lxxxxx’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) Lender Group Expenses incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Parent, Borrowers and their respective Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses (to the extent such out-of-pocket costs and expenses constitute Lender Group Expenses) prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Parent, Borrowers and their respective Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereundermisconduct. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein or therein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments of Borrower Borrowers received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by BorrowerBorrowers, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Lender Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined); provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party of any portion of such Losses resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys reasonable attorney’s fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Loan Parties are obligated to reimburse Agent or the Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments or proceeds of Borrower the Collateral received by Agent to reimburse Agent for such reasonable and documented out-of-pocket costs and expenses prior to the distribution of any amounts to the Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrowerany Loan Party, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ for its Pro Rata Share thereofof such costs and expenses. Whether or not the transactions contemplated hereby are consummated, each of the LendersLender, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Loan Parties and without limiting the obligation of Borrower Loan Parties to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; providedprovided that, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations as determined by a court of any other Lenders in failing competent jurisdiction pursuant to make its Pro Rata Share of any Loan or other extension of credit hereundera final and non-appealable judgment. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share its Pro Rata Share of any Agent’s costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerLoan Parties. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.. LEGAL*65859792.17

Costs and Expenses; Indemnification. The Borrowers shall, jointly and severally, pay all Lender Group Expenses. Each Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent such Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent the Agents or the Lenders for such expenses pursuant to this Agreement or otherwise. The Revolving Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower the Borrowers and their Subsidiaries received by the Revolving Agent to reimburse Agent the Agents for such out-of-pocket costs and expenses prior to the distribution of any amounts to the Lenders. In the event Agent is the Agents are not reimbursed for such costs and expenses from the Collections of the Borrowers and their Subsidiaries received by Borrowerthe Revolving Agent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent or reimburse the Agents for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower the Borrowers and without limiting the obligation of Borrower the Borrowers to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct misconduct, nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share an Advance or any portion of any the Term Loan or any other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent the Agents upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including reasonable fees and expenses of attorneys, accountants, advisors, and consultants fees and expenses) incurred by each Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that any Agent is not reimbursed for such expenses by or on behalf of Borrowerthe Borrowers. The undertaking in this Section 16.7 shall survive the payment of all Obligations hereunder and the resignation or replacement of any Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Borrowers and their Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrowers and their Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including reasonable fees and expenses of attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Each Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent each Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, agencies and auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse such Agent or Lenders for such expenses pursuant to this the Loan Agreement or otherwise. Each Agent is authorized and directed to deduct and retain sufficient amounts from the payments of Borrower Collections received by Administrative Agent or Collateral Agent to reimburse such Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event any Agent is not reimbursed for such costs and expenses from Collections received by BorrowerAdministrative Agent or Collateral Agent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse such Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agents-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agents-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse each Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of out-of-pocket expenses (including attorneys, accountants, advisors, and consultants attorneys fees and expenses) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of any Agent.

Costs and Expenses; Indemnification. Agent Agents may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent they reasonably deems deem necessary or appropriate for the performance and fulfillment of its their functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent Agents or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent Agents for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event Agent or any Co-Collateral Agent is not reimbursed for such costs and expenses by BorrowerParent or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent or such Lenders’ Pro Rata Share Co-Collateral Agent, as applicable, such Lender's ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s 's gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent and such Co-Collateral Agent upon demand for such Lenders’ Lender's ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent or such Co-Collateral Agent, as applicable, is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are any Credit Party is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower any Credit Party and their Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrowers and their Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Related Persons (to the extent not reimbursed by or on behalf of Borrower any Credit Party and without limiting the obligation of Borrower any Credit Party to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowerany Credit Party. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs Lender Group Expenses and expenses Indemnified Taxes to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and expenses by BorrowerBorrowers or their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of out-of-pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. Notwithstanding anything herein to the contrary, Lenders shall be liable and indemnify Agent-Related Persons only for Indemnified Liabilities and other costs and expenses that relate to or arise from an Agent-Related Person acting as or for Agent (in its capacity as Agent). The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are or any Guarantor is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrower and its Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower or any Guarantor and without limiting the obligation of Borrower or any Guarantor to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrower or the Guarantors. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Administrative Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Administrative Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable attorneys fees and expenses, reasonable fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse any Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Administrative Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower and its Subsidiaries received by Administrative Agent to reimburse Administrative Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Administrative Agent is not reimbursed for such costs and expenses from the Collections of Borrower and its Subsidiaries received by BorrowerAdministrative Agent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Administrative Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Administrative Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including reasonable attorneys, accountants, advisors, and consultants fees and expenses) incurred by Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Administrative Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Administrative Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this the Loan Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Borrowers and their Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders or Bank Product Providers. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrowers and their Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of out-of-pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and expenses by BorrowerBorrowers or their Subsidiaries, each of the Lenders Revolving Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Revolving Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Revolving Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, provided that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Revolving Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Revolving Lender shall reimburse Agent upon demand for such Lenders’ Revolving Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses Lender Group Expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs Lender Group Expenses by the Loan Parties and expenses by Borrowertheir Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Xxxxxx’s ratable share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Xxxxxxxx and without limiting the obligation of Borrower to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereundermisconduct. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Xxxxxx’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerXxxxxxxx. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by BorrowerParent or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Term Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) Lender Group Expenses incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Administrative Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Administrative Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable attorneys fees and expenses, reasonable fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Administrative Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Administrative Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower and its Subsidiaries received by Administrative Agent to reimburse Administrative Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Administrative Agent is not reimbursed for such costs and expenses by BorrowerBorrower or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Administrative Agent such Lenders’ Lender's Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s 's gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Administrative Agent upon demand for such Lenders’ ratable share Lender's Pro Rata Share of any costs or out of pocket expenses (including reasonable attorneys, accountants, advisors, and consultants fees and expenses) incurred by Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Administrative Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Administrative Agent.

Costs and Expenses; Indemnification. The Administrative Agent may incur and pay certain costs and expenses to the extent the Administrative Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse the Administrative Agent or Lenders for such expenses pursuant to this Agreement or otherwise. The Administrative Agent is authorized and directed to deduct and retain sufficient amounts from the payments amounts of Borrower Borrowers and their Subsidiaries received by the Administrative Agent to reimburse the Administrative Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event the Administrative Agent is not reimbursed for such costs and expenses by BorrowerBorrowers or their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to the Administrative Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse the Administrative Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. Notwithstanding anything to the contrary, the Lenders shall be liable and indemnify Agent-Related Persons only for Indemnified Liabilities and other costs and expenses that relate to or arise from an Agent-Related Person acting as or for the Administrative Agent (in its capacity as the Administrative Agent). The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Borrowers received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by BorrowerBorrowers, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Borrowers and their Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrowers and their Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share an Advance or any portion of any the Term Loan or any other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including reasonable fees and expenses of attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Each of Agent and Revolving Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent or Revolving Agent, as applicable, reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Each of Agent and Revolving Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent or Revolving Agent, as applicable, to reimburse Agent or Revolving Agent, as applicable, for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event Agent or Revolving Agent, as applicable, is not reimbursed for such costs and expenses by Borrowerthe Loan Parties and their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent or Revolving Agent, as applicable, such Lenders’ Pro Rata Share Xxxxxx’s ratable share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent or Revolving Agent, as applicable, upon demand for such Lenders’ Xxxxxx’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent or Revolving Agent, as applicable, in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent or Revolving Agent, as applicable, is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent or Revolving Agent, as applicable,.

Costs and Expenses; Indemnification. Agent Agents may incur and pay certain costs and expenses Lender Group Expenses to the extent such Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent Agents or Lenders for such expenses pursuant to this Agreement or otherwise. Each Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Loan Parties received by such Agent to reimburse such Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event any Agent is not reimbursed for such costs and expenses from the Collections of Loan Parties received by Borrowersuch Agent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse such Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse each Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the applicable Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid -76- to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrower and its Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Xxxxxx’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Xxxxxx’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Borrowers and their Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrowers and their Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share any portion of any a Loan or any other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including reasonable fees and expenses of attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Foothill Group Agent may incur and pay certain costs and expenses Foothill Group Expenses to the extent Foothill Group Agent deems reasonably deems necessary or appropriate for the performance and fulfillment of its functions, -96- 103 powers, and obligations pursuant to the Loan Documents, including without limiting the generality of the foregoing, court costs, reasonable attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, agencies and auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Worldwide Collateral, whether or not the Borrower are any Obligor is obligated to reimburse Foothill Group Agent or Lenders for such expenses pursuant to this the Loan Agreement or otherwise. Foothill Group Agent is authorized and directed to deduct and retain sufficient amounts from the payments of Borrower received by Agent Collections to reimburse Foothill Group Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Foothill Group Agent is not reimbursed for such costs and expenses by Borrowerfrom Collections, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Foothill Group Agent for the amount of such Lenders’ Lender's Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Foothill Group Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower any Obligor and without limiting the obligation of Borrower any Obligor to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party the Foothill Group Agent-Related Persons of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s 's gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereundermisconduct. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Foothill Group Agent upon demand for such Lenders’ its ratable share of any costs or out of out-of-pocket expenses (including attorneys, accountants, advisors, and consultants attorneys fees and expenses) incurred by Foothill Group Agent in connection with the preparation, execution, delivery, administration, modification, amendment, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Foothill Group Agent is not reimbursed for such expenses by or on behalf of Borrowerany Obligor. The undertaking in this Section section shall survive the payment of all Obligations hereunder and the resignation or replacement of Foothill Group Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses payable under this Agreement to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain secure the Collateralrights of the Agent and the Lenders hereunder, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments or proceeds of Borrower any enforcement action received by Agent to reimburse Agent for such reasonable out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by the Borrower, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Lxxxxx’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, provided that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations as determined by a court of any other Lenders in failing competent jurisdiction pursuant to make its Pro Rata Share of any Loan or other extension of credit hereundera final and nonappealable judgment. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lxxxxx’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, to the extent that Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent. This Section 8.7 shall not apply with respect to Taxes, which shall be the subject of Section 8.11.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys legal fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by BorrowerBorrower or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan or other an extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrower, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses Lender Group Expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs Lender Group Expenses by the Loan Parties and expenses by Borrowertheir Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Xxxxxx’s ratable share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Xxxxxxxx and without limiting the obligation of Borrower to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereundermisconduct. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Xxxxxx’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are or any of its Affiliates is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrower and its Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender's Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s 's gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share any portion of any the Term Loan or any other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender's Pro Rata Share of any costs or out of pocket expenses (including reasonable fees and expenses of attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrowerthe Loan Parties and their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay promptly to Agent such Lenders’ Pro Rata Share Xxxxxx’s ratable share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Parent Guarantor or Borrowers and without limiting the obligation of Borrower Parent Guarantor and Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s fraud, gross negligence negligence, bad faith or willful misconduct nor shall any Lender be liable for misconduct, or a material breach of the obligations of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereunderDocuments by such Person. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Xxxxxx’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that the Borrowers are required to reimburse the Agent for such costs and expenses and the Agent is not reimbursed promptly for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Each Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent such Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent Agents or Lenders for such expenses pursuant to this Agreement or otherwise. Each Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Borrowers and their Subsidiaries received by such Agent to reimburse such Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event either Agent is not reimbursed for such costs and expenses by BorrowerBorrowers or their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to such Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse each Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that such Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of either Agent. For the avoidance of doubt, this Section 15.7 shall not apply to Taxes governed by Section 16.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Borrowers and their Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses Lender Group Expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrowers and their Subsidiaries received by BorrowerAgent or otherwise by Borrowers and their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and their Subsidiaries and without limiting the obligation of Borrower Borrowers and their Subsidiaries to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereundermisconduct. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers and their Subsidiaries. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Transaction Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are any Grantor is obligated to reimburse Agent or Lenders Lender Group for such expenses pursuant to this Agreement or otherwise. Subject to any limitation set forth in the other Transaction Documents, Agent is authorized and directed to deduct and retain sufficient amounts from the payments collections of Borrower any Grantor and their Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLender Group. In the event Agent is not reimbursed for such costs and expenses by Borrowerany Grantor or their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated (severally and not jointly and severally) to pay to Agent such Lenders’ Pro Rata Share thereofLender’s pro rata share of the Secured Note (measured by the then outstanding principal amount). Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lender Group shall indemnify (severally and defend not jointly and severally) upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Related Persons (to the extent not reimbursed by or on behalf of Borrower any Grantor and without limiting the obligation of Borrower the Grantors to do so) ), according to their pro rata shares of the Secured Note (measured by the then outstanding principal amount), from and against any and all Losses Indemnified Liabilities (as hereinafter defined)defined in the First Lien Credit Agreement, as in effect on the date hereof and applied mutatis mutandis hereto) arising out of the Transaction Documents; provided, however, that no Lender Grantor shall be liable for the payment to any Agent Indemnified Party Related Person of any portion of such Losses Indemnified Liabilities resulting solely from any such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereundermisconduct. Without limitation of the foregoing, each member of the Lenders Lender Group shall reimburse (severally and not jointly and severally) Agent according to their pro rata shares of the Secured Note (measured by the then outstanding principal amount) upon demand for such Lenders’ ratable Lender’s pro rata share of the Secured Note (measured by outstanding principal amount) of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement Agreement, any other Transaction Document, or any other Loan Document document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowerany Grantor. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent. For the avoidance of doubt, the obligation of each member of the Lender Group under this Section 26 is several (and not joint and several) based on its pro rata shares of the Secured Note (measured by the outstanding principal amount).

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by BorrowerLoan Parties, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent and Term Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent or Term Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are any Credit Party is obligated to reimburse Agent, Term Agent or Lenders for such expenses pursuant to this the Loan Agreement or otherwise. Agent is isand Term Agent are authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower each Credit Party received by Agent or Term Agent to reimburse Agent or Term Agent, as applicable, for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent or Term Agent, as applicable, is not reimbursed for such costs and expenses from the Collections of each Credit Party received by BorrowerAgent or Term Agent, as applicable, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent or Term Agent, as applicable, for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify upon demand the Agent-Related Persons and defend the Agent and its Lenders Affiliates and all of their respective officersTerm Agent-Related Persons, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) as applicable (to the extent not reimbursed by or on behalf of Borrower any Credit Party and without limiting the obligation of Borrower any Credit Party to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person or Term Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s (or such Person’s agents’, officers’ or directors’) gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent and Term Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of out-of-pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent or Term Agent, as applicable, in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent or Term Agent, as applicable, is not reimbursed for such expenses by or on behalf of Borrowera Credit Party. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent or Term Agent, as applicable.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys attorneys’ fees and expenses (limited, in the case of legal fees and expenses, to reasonable and documented out-of-pocket fees and expenses of one counsel to the Agent, any Sub-Agent and the Lenders (taken as a whole), which counsel shall be selected by the Initial Lenders (and consented to by the Agent) to the extent they collectively hold greater than 50% of the aggregate Revolver Commitments (unless (x) a conflict or potential conflict exists as determined in the reasonable judgment of any such party in which case(s) the reasonable and documented out-of-pocket fees, charges and disbursements of one additional counsel for all such affected parties shall be covered, or (y) special regulatory counsel is necessary as determined in the reasonable judgment of the Agent or the Required Lenders, in which case the reasonable and documented out-of-pocket fees and expenses of such regulatory counsel shall be covered), reasonable and documented out-of-pocket fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the payments of Borrower Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to the Lenders. In the event Agent is not reimbursed for such costs and expenses by BorrowerBorrower or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each Each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Agent-Related Person’s bad faith, gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Credit Party Collateral, whether or not the Borrower are any Credit Party is obligated to reimburse Agent or Lenders for such expenses pursuant to this the Loan Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower each Credit Party received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of each Credit Party received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender's Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower any Credit Party and without limiting the obligation of Borrower any Credit Party to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s 's gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender's Pro Rata Share of any costs or out of out-of-pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowera Credit Party. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. The Administrative Agent may incur and pay certain costs and expenses to the extent the Administrative Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse the Administrative Agent or Lenders for such expenses pursuant to this Agreement or otherwise. The Administrative Agent is authorized and directed to deduct and retain sufficient amounts from the payments amounts of Borrower Borrowers and their Subsidiaries received by the Administrative Agent to reimburse the Administrative Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event the Administrative Agent is not reimbursed for such costs and expenses by BorrowerBorrowers or their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to the Administrative Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any a Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse the Administrative Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers; provided, that for any audit or field examination performed by or on behalf of the Administrative Agent pursuant to Section 6.3(d)(ii) that is not required to be reimbursed by or on behalf of Borrowers, the Lenders shall be required to reimburse any costs or out of pocket expenses incurred by Administrative Agent in connection with such audit or field examination only to the extent that such Lender has provided prior consent to the Administrative Agent performing such audit or field examination. Notwithstanding anything to the contrary, the Lenders shall be liable and indemnify Agent-Related Persons only for Indemnified Liabilities and other costs and expenses that relate to or arise from an Agent-Related Person acting as or for the Administrative Agent (in its capacity as the Administrative Agent). The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments of Borrower Collections received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrower, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of out-of-pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Borrowers, Guarantors and their respective Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrowers, Guarantors and their respective Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Borrowers and their Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses Lender Group Expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrowers and their Subsidiaries received by BorrowerAgent or otherwise by Borrowers and their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and their Subsidiaries and without limiting the obligation of Borrower Borrowers and their Subsidiaries to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers and their Subsidiaries. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are any Loan Party is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower any Loan Party and their Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses Lender Group Expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by BorrowerBorrowers or their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Related Persons (to the extent not reimbursed by or on behalf of Borrower any Loan Party and without limiting the obligation of Borrower any Loan Party to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowerany Loan Party. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Each Agent may incur and pay certain costs fees, costs, and expenses under the Loan Documents to the extent such Agent deems reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including without limiting the generality of the foregoing, court costs, attorneys reasonable attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, agencies and auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or the Lenders for such expenses pursuant to this the Loan Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments of Borrower received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrower, each of the Lenders Each Lender hereby agrees that it is and shall be obligated to pay to or reimburse the Administrative Agent and the Collateral Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof, and each Revolving Lender hereby agrees that it is and shall be obligated to pay to or reimburse the Administrative Agent for the amount of such Revolving Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents Agent-Related Persons (each, an “Agent Indemnified Party”) (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of the Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses Indemnified Matters (including without limitation Indemnified Matters arising under any Environmental Law as hereinafter definedprovided in Section 17.17); provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party the Agent-Related Persons of any portion of such Losses Indemnified Matters resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations as determined in a final order by a court of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereundercompetent jurisdiction. Without limitation of the foregoing, each of the Lenders Lender shall reimburse the Administrative Agent or the Collateral Agent, as the case may be, and each Revolving Lender shall reimburse the Administrative Agent, upon demand for such Lenders’ Lender’s ratable share of any costs or out of out-of-pocket expenses (including attorneys, accountants, advisors, and consultants ’ fees and expenses) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document to the extent that Agent is not reimbursed for such expenses Document, or any document contemplated by or on behalf of Borrowerreferred to herein. The undertaking in this Section 15.05 shall survive the payment of all Obligations hereunder and the resignation or replacement of any Agent.

Costs and Expenses; Indemnification. Each Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent such Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse such Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Each Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Parent and its Subsidiaries received by such Agent to reimburse such Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event an Agent is not reimbursed for such costs and expenses by BorrowerParent or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to such Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse each Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that such Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of such Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this the Loan Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrower and its Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender's Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s 's gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender's Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent Agents may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent they reasonably deems deem necessary or appropriate for the performance and fulfillment of its their functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent Agents or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower the Loan Parties received by Agent to reimburse Agent Agents for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event Agent or any Co-Collateral Agent is not reimbursed for such costs and expenses by BorrowerBorrower or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent or such Lenders’ Pro Rata Share Co-Collateral Agent, as applicable, such Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent and such Co-Collateral Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent or such Co-Collateral Agent, as applicable, is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this the Loan Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrower and its Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender's Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s 's gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any an Advance, Capital Expenditures Loan or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender's Pro Rata Share of any costs or out of out-of-pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this the Loan Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower the Borrowing Group received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of the Borrowing Group received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent‑Related Persons (to the extent not reimbursed by or on behalf of Borrower the Borrowing Group and without limiting the obligation of Borrower the Borrowing Group to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent‑Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender’s Pro Rata Share of any costs or out of pocket out‑of‑pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may may, but shall not be obligated to, incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by BorrowerBorrower or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lender’s ratable share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do soso to the extent required hereunder) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations as finally determined by a court of any other Lenders in failing to make its Pro Rata Share of any Loan or other extension of credit hereundercompetent jurisdiction. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent. .

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower are is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Parent and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Parent and its Subsidiaries received by Agent or otherwise by Parent or Borrower, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender's Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s 's gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender's Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Parent and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and expenses by BorrowerParent or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lender’s ratable share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do soso to the extent required hereunder) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this the Loan Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Borrowers and their Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrowers and their Subsidiaries received by BorrowerAgent, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lenders’ Lender's Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, Lenders shall indemnify and defend upon demand the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) ), according to their Pro Rata Shares, from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s 's gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ ratable share Lender's Pro Rata Share of any costs or out of out-of-pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or Agreement, any other Loan Document Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.. 122

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain DOCPROPERTY "DocID" \* MERGEFORMAT 7221123.9 68 sufficient amounts from the payments Collections of Borrower Borrowers and their Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and expenses by BorrowerXxxxxx, Borrowers or their Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Xxxxxx’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, howeverthat, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan an Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent promptly upon demand for such Lenders’ Xxxxxx’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Costs and Expenses; Indemnification. Agent may incur and pay certain costs and expenses Lender Group Expenses, at the expense of the Lender Group, to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Borrower Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the payments Collections of Borrower Parent and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to LendersLenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and expenses by BorrowerParent or its Subsidiaries, each of the Lenders Lender hereby agrees that it is and shall be obligated to pay to Agent such Lenders’ Pro Rata Share Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent and its Lenders Affiliates and all of their respective officers, directors, employees, attorneys, consultants and agents (each, an “Agent Indemnified Party”) Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower Borrowers and without limiting the obligation of Borrower Borrowers to do so) from and against any and all Losses (as hereinafter defined)Indemnified Liabilities; provided, howeverthat, that no Lender shall be liable for the payment to any Agent Indemnified Party Agent-Related Person of any portion of such Losses Indemnified Liabilities resulting solely from such Person’s bad faith, gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any other Lenders Defaulting Lender in failing to make its Pro Rata Share of any Loan Term Advance or other extension of credit hereunder. Without limitation of the foregoing, each of the Lenders Lender shall reimburse Agent upon demand for such Lenders’ Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.