Common use of Costs and Expenses; Indemnity Clause in Contracts

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (with

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Conversion or failure to borrow, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) Each Borrower agrees to indemnify and hold harmless the Administrative Agent, the CAF Advance Agent and each Lender (to the extent not reimbursed by any other Borrower) from and against any and all claims, damages, liabilities and expenses (including, without limitation, fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent, the CAF Advance Agent or such Lender in connection with or arising out of any investigation, litigation, or proceeding (whether or not the Administrative Agent, the CAF Advance Agent or such Lender is party thereto) related to any acquisition or proposed acquisition by the Company, or by any Subsidiary of the Company, of all or any portion of the stock or substantially all the assets of any Person or any use or proposed use of the Advances by any Borrower (excluding any claims, damages, liabilities or expenses incurred by reason of the gross negligence or willful misconduct of the party to be indemnified or its employees or agents, or by reason of any use or disclosure of information relating to any such acquisition or use or proposed use of the proceeds by the party to be indemnified or its employees or agents).

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) ) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, including the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Conversion or failure to borrow, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) Each Borrower agrees to indemnify and hold harmless the Administrative Agent, the CAF Advance Agent and each Lender (to the extent not reimbursed by any other Borrower) from and against any and all claims, damages, liabilities and expenses (including fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent, the CAF Advance Agent or such Lender in connection with or arising out of any investigation, litigation, or proceeding (whether or not the Administrative Agent, the CAF Advance Agent or such Lender is party thereto) related to any acquisition or proposed acquisition by the Company, or by any Subsidiary of the Company, of all or any portion of the stock or substantially all the assets of any Person or any use or proposed use of the Advances by any Borrower (excluding any claims, damages, liabilities or expenses incurred by reason of the gross negligence or willful misconduct of the party to be indemnified or its employees or agents, or by reason of any use or disclosure of information relating to any such acquisition or use or proposed use of the proceeds by the party to be indemnified or its employees or agents).

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, including the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Conversion or failure to borrow, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) Each Borrower agrees to indemnify and hold harmless the Administrative Agent, the CAF Advance Agent and each Lender (to the extent not reimbursed by any other Borrower) from and against any and all claims, damages, liabilities and expenses (including fees and disbursements of counsel) which may be incurred by or asserted against the Administrative 61 66 Agent, the CAF Advance Agent or such Lender in connection with or arising out of any investigation, litigation, or proceeding (whether or not the Administrative Agent, the CAF Advance Agent or such Lender is party thereto) related to any acquisition or proposed acquisition by the Company, or by any Subsidiary of the Company, of all or any portion of the stock or substantially all the assets of any Person or any use or proposed use of the Advances by any Borrower (excluding any claims, damages, liabilities or expenses incurred by reason of the gross negligence or willful misconduct of the party to be indemnified or its employees or agents, or by reason of any use or disclosure of information relating to any such acquisition or use or proposed use of the proceeds by the party to be indemnified or its employees or agents).

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, including the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Conversion or failure to borrow, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) Each Borrower agrees to indemnify and hold harmless the Administrative Agent, the CAF Advance Agent and each Lender (to the extent not reimbursed by any other Borrower) from and against any and all claims, damages, liabilities and expenses (including fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent, the CAF Advance Agent or such Lender in connection with or arising out of any investigation, litigation, or proceeding (whether or not the Administrative Agent, the CAF Advance Agent or such Lender is party thereto) related to any acquisition or proposed acquisition by the Company, or by any Subsidiary of the Company, of all or any portion of the stock or substantially all the assets of any Person or any use or proposed use of the Advances by any Borrower (excluding any claims, damages, liabilities or expenses incurred by reason of the gross negligence or willful misconduct of the party to be indemnified or its employees or agents, or by reason of any use or disclosure of information relating to any such acquisition or use or proposed use of the proceeds by the party to be indemnified or its employees or agents).

Costs and Expenses; Indemnity. (a) Each Borrower Assignor agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees costs and out-of-pocket expenses of counsel for the Administrative Agent Assignee, including without limitation all attorneys' fees, in connection with the preparationenforcement or attempted enforcement of, execution and delivery preservation of any rights or interests under, this Agreement, the Notes and the assignment, sale or other documents to be delivered hereunder and the fulfillment or attempted fulfillment disposal of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunderIntellectual Property Collateral. (b) Assignor hereby agrees to indemnify Assignee, any affiliate thereof, and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including, without limitation, the related reasonable attorneys' fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliatesattorneys' fees incurred pursuant to 11 U.S.C., travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if anywhich may be imposed on, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedingsby, or otherwise) asserted against any Indemnified Person, in any way relating to or arising out of this Agreement, the Notes and the other documents including in connection with any infringement or alleged infringement with respect to any Intellectual Property Collateral, or any action taken or omitted to be delivered taken by it hereunder (the "Indemnified Liabilities"); provided that Assignor shall not be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If and thereunderto the extent that the foregoing indemnification is for any reason held unenforceable, including Assignor agrees to make the reasonable fees maximum contribution to the payment and out-of-pocket expenses satisfaction of counseleach of the Indemnified Liabilities which is permissible under applicable law. (bc) If any payment of principal of, Any amounts payable to Assignee under this Section 11 or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or otherwise under this Agreement if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, not paid upon demand by shall bear interest from the date of such Lender (withdemand until paid in full, at the default rate of interest set forth in the Bank Loan Agreement.

Costs and Expenses; Indemnity. (a1) Each Borrower agrees to The Borrowers shall jointly and severally pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and documented out-of-pocket expenses incurred by the Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, execution negotiation, execution, delivery and delivery administration of this Agreement, the Notes Agreement and the other documents to Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunderconsummated), (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of counsel any Letter of Credit or any demand for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate payment thereunder and (iii) all out-of-pocket costs and expenses, if any, documented expenses incurred by the Administrative Agent, any Lender or the CAF Advance Agent Issuing Bank (including the fees, charges and disbursements of any counsel for the Lenders Agent, any Lender or the Issuing Bank), in connection with the enforcement or protection of its rights (whether through negotiations, legal proceedings A) in bankruptcy or insolvency proceedings, or otherwise) of connection with this Agreement, the Notes Agreement and the other documents to be delivered hereunder and thereunderLoan Documents, including the reasonable fees and its rights under this Section, or (B) in connection with Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of counselsuch Advances or Letters of Credit. (a) The Borrowers shall jointly and severally indemnify the Agent (and any sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Borrower) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 2.14), (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Environmental Substances on or from any property owned or operated by a Borrower or any of its Subsidiaries, or any Environmental Claim related in any way to a Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any of a Borrower’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the provisions of Section 2.14(c), this Section 8.04(b) shall not apply with NAI-1502274953v9 respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Agent (or any sub-agent thereof), the Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of principal the total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub-agent), the Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Agent (or any such sub-agent), the Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(h). (c) To the fullest extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or Conversion as a result of, this Agreement, any Eurodollar other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (d) Upon demand of any Lender (with a copy to the Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of): (i) any continuation, conversion, payment or prepayment of any Advance other than a Base Rate Advance or CAF Advance is made by any Borrower to or for the account of on a Lender on any day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (ii) any failure by a Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or convert any Advance other than a Base Rate Advance on the date or in the amount notified by the applicable Borrower; or (iii) any assignment of a Eurodollar Rate Advance on a day other than the last day of the Interest Period therefor as a result of a prepayment request by the Borrower pursuant to Section 2.15 8.07(a); including any loss of anticipated profits and any loss or a Conversion pursuant expense arising from the liquidation or reemployment of funds obtained by it to Section 2.13(f) maintain such Advance or Section 2.14 or due from fees payable to acceleration of terminate the maturity of the Advances deposits from which such funds were obtained. The Borrowers shall also jointly and the Notes pursuant to Section 7.1 or due to severally pay any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand customary administrative fees charged by such Lender in connection with the foregoing. NAI-1502274953v9 For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 8.04(e), each Lender shall be deemed to have funded each Eurodollar Rate Advance made by it at the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Advance was in fact so funded. (withe) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in Sections 2.08(c), 2.11, 2.12, 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents, termination of the aggregate Commitments, resignation of the Agent and the Termination Date.

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on pay, promptly following demand (to the extent not reimbursed by any other Borrower) (i) thereof, all reasonable fees costs and out-of-pocket expenses of counsel for the Administrative Agent Joint Lead Arrangers in connection with the syndication of the credit facility provided for herein and the preparation, execution execution, delivery, administration, modification and delivery amendment of this Agreement, the Notes other Loan Documents and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunderthereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or with respect thereto and with respect to advising the Administrative Agent as to its Affiliatesrights and responsibilities under this Agreement with respect to issues arising after the date hereof and that relate specifically to this Agreement. The Borrower further agrees to periodically pay, travel expensespromptly following demand thereof, duplication and printing all reasonable costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by expenses of the Administrative Agent, the CAF Advance Agent and the Lenders Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes other Loan Documents and the other documents to be delivered hereunder and thereunderhereunder, including the including, without limitation, reasonable fees and out-of-pocket expenses of counselcounsel for the Administrative Agent and each Lender in connection with the enforcement of rights under this Section 10.04(a). (b) If any payment or prepayment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance Loan is made by any the Borrower to or for the account of a Lender on any day other than on the last day of the Interest Period for such AdvanceLoan, as a result of (i) a prepayment pursuant to Section 2.15 payment or a Conversion pursuant to Section 2.13(f2.10 or 2.15, (ii) or a payment by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Loan upon an assignment of rights and obligations under this Agreement pursuant to Section 2.14 or due 10.06 as a result of a demand by the Borrower pursuant to Sections 10.06(a) and (c), (iii) acceleration of the maturity of the Advances and the Notes Loans pursuant to Section 7.1 8 or due to (iv) any other reason attributable to such Borrowerreason, or if any the Borrower shall fail to make effect the Borrowing of the Loans (other than a borrowing Base Rate Loan) on the date specified for such Borrowing in the related Notice of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting Borrowing (including by reason of the same failure of any applicable condition set forth in accordance with Section 3 to be satisfied), then the provisions of this Agreement, such Borrower shall, upon within 30 days following demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment, prepayment or Conversion, including, without limitation, any loss (including loss of anticipated margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan. Determinations by a Lender for purposes of this Section 10.04(b) of any loss, cost or expense shall be conclusive and binding for all purposes, provided that such determinations are made on a reasonable basis. Any Lender requesting compensation under this Section 10.04(b) will furnish the Borrower with a certificate setting forth the basis and amount of such request for compensation. (c) The Borrower shall indemnify the Administrative Agent, each Joint Lead Arranger, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") on demand against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby including the Acquisition, (ii) any Loan or the use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing (including any such action proceeding or investigation brought by or against any person, including stockholders, partners or other equity holders of the Borrower or the Acquired Business), whether based on contract, tort or any other theory and in any capacity regardless of whether any Indemnitee is a party thereto, in each case, whether or not such investigation, litigation, claim or proceeding is brought by the Borrower, the Acquired Business, any equity holders or creditors of the Borrower or the Acquired Business or an Indemnitee and whether or not any such Indemnitee is otherwise a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee in the performance of its obligations under the Loan Documents; provided, however, that in no event will such Indemnitee or such other parties have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Indemnitee's or such other parties' activities related to the Loan Documents and the Borrower hereby waives, releases and agrees not to sue upon such claim or any such damages whether or not accrued or nox xnown or suspected to exist in its favor. If for any reason the foregoing indemnification is unavailable to any Indemnitee or insufficient to hold it harmless, then the Borrower will contribute to the amount paid or payable by such Indemnitee, as the case may be, as a result of such loss, claim, damage, liability and related expenses in such proportion as is appropriate to reflect the relative economic interests of (i) the Borrower and the Acquired Business and their respective Affiliates, stockholders, partners or other equity holders on the one hand and (ii) such Indemnitee on the other hand in the matters contemplated by the Loan Documents (including the Acquisition) as well as the relative fault of (i) the Borrower and the Acquired Business and their respective Affiliates, stockholders, partners or other equity holders and (ii) such Indemnitee with respect to such loss, claim, damage or liability and any other relevant equitable considerations. (d) Without prejudice to the survival of any other agreement of the Borrower or the Lenders hereunder, the agreements and obligations of the Borrower contained in Sections 2.14, 2.16 and this Section, and the agreements and obligations of each Lender under Section 10.11, shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes.

Costs and Expenses; Indemnity. (a) Each Borrower agrees to The Borrowers shall jointly and severally pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and documented out-of-pocket expenses incurred by the Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, execution negotiation, execution, delivery and delivery administration of this Agreement, the Notes Agreement and the other documents to Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunderconsummated), (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of counsel any Letter of Credit or any demand for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate payment thereunder and (iii) all out-of-pocket costs and expenses, if any, documented expenses incurred by the Administrative Agent, any Lender or the CAF Advance Agent Issuing Bank (including the fees, charges and disbursements of any counsel for the Lenders Agent, any Lender or the Issuing Bank), in connection with the enforcement or protection of its rights (whether through negotiations, legal proceedings A) in bankruptcy or insolvency proceedings, or otherwise) of connection with this Agreement, the Notes Agreement and the other documents to be delivered hereunder and thereunderLoan Documents, including the reasonable fees and its rights under this Section, or (B) in connection with Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of counselsuch Advances or Letters of Credit. (b) If The Borrowers shall jointly and severally indemnify the Agent (and any payment sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of principal any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and 83 disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Borrower) arising out of, in connection with, or Conversion ofas a result of (i) the execution or delivery of this Agreement, any Eurodollar Rate other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 2.14), (ii) any Advance or CAF Advance is made Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Environmental Substances on or from any property owned or operated by a Borrower or any of its Subsidiaries, or any Environmental Claim related in any way to a Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any of a Borrower’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the provisions of Section 2.14(c), this Section 8.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Agent (or any sub-agent thereof), the Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub-agent), the Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the account Agent (or any such sub-agent), the Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of a Lender the Lenders under this subsection (c) are subject to the provisions of Section 2.13(h). (d) To the fullest extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee 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. (e) Upon demand of any Lender (with a copy to the Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of): (i) any continuation, conversion, payment or prepayment of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (ii) any failure by a Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or convert any Advance other than a Base Rate Advance on the date or in the amount notified by the applicable Borrower; or (iii) any assignment of a Eurodollar Rate Advance on a day other than the last day of the Interest Period therefor as a result of a prepayment request by the Borrowers pursuant to Section 2.15 8.07(a); including any loss of anticipated profits and any loss or a Conversion pursuant expense arising from the liquidation or reemployment of funds obtained by it to Section 2.13(f) maintain such Advance or Section 2.14 or due from fees payable to acceleration of terminate the maturity of the Advances deposits from which such funds were obtained. The Borrowers shall also jointly and the Notes pursuant to Section 7.1 or due to severally pay any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 8.04(e), each Lender shall be deemed to have funded each Eurodollar Rate Advance made by it at the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Advance was in fact so funded. (withf) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in Sections 2.11, 2.12, 2.14, 2.19(c) and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents, termination of the aggregate Commitments, resignation of the Agent and the Termination Date.

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and with respect to advising the fulfillment or attempted fulfillment of conditions precedent hereunderAdministrative Agent as to its rights and responsibilities under this Agreement, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, including the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by of the Administrative Agent, the CAF Advance Agent and the Lenders (including reasonable counsel fees and expenses and the allocated costs of in-house counsel), in connection with the enforcement (whether through negotiations, legal proceedings proceedings, in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any the Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 2.10 or a Conversion pursuant to Section 2.13(f2.08(f) or Section 2.14 2.09 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 6.01 or due to any other reason attributable to such the Borrower, or if any the Borrower shall fail to make a borrowing of borrow, convert, continue or prepay any Eurodollar Rate Advances or CAF Advances after such Borrower has given a Advance on the date specified in any notice requesting delivered pursuant hereto, the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, THE ARRANGER AND EACH LENDER FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL) WHICH MAY BE INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT, THE ARRANGER OR SUCH LENDER IN CONNECTION WITH OR ARISING OUT OF ANY INVESTIGATION, LITIGATION, OR PROCEEDING (WHETHER OR NOT THE ADMINISTRATIVE AGENT, THE ARRANGER OR SUCH LENDER IS PARTY THERETO) RELATED TO ANY ACQUISITION OR PROPOSED ACQUISITION BY THE BORROWER, OR BY ANY SUBSIDIARY OF THE BORROWER, OF ALL OR ANY PORTION OF THE EQUITY INTERESTS IN, OR SUBSTANTIALLY ALL THE ASSETS OF, ANY PERSON OR ANY USE OR PROPOSED USE OF THE ADVANCES BY THE BORROWER (EXCLUDING ANY CLAIMS, DAMAGES, LIABILITIES OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY TO BE INDEMNIFIED OR ITS EMPLOYEES OR ADMINISTRATIVE AGENTS, OR BY REASON OF ANY USE OR DISCLOSURE OF INFORMATION RELATING TO ANY SUCH ACQUISITION OR USE OR PROPOSED USE OF THE PROCEEDS BY THE PARTY TO BE INDEMNIFIED OR ITS EMPLOYEES OR ADMINISTRATIVE AGENTS).

Costs and Expenses; Indemnity. (a) Each Borrower Seller jointly and severally agrees to pay on demand demand, with interest at the Default Rate (to the extent not reimbursed permitted by any other Borrower) law) to the extent an Event of Default or Event of Termination has occurred, (i) all reasonable fees and out-of-pocket fees, costs and expenses of counsel for the Administrative Agent Buyer in connection with the preparation, execution execution, delivery, modification, administration, enforcement and delivery amendment of this Agreement and the other Program Documents (including, without limitation, (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of counsel, for Buyer with respect thereto, with respect to advising Buyer as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement and the other Program Documents, with respect to negotiations with Sellers, Guarantor or with other creditors of one or more Sellers, Guarantor or any of their respective Subsidiaries arising out of any Default, Event of Default or Event of Termination, or any events or circumstances that may give rise to a Default, Event of Default or Event of Termination, and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto); and (ii) all costs and expenses of Buyer in connection with the exercise of its rights and remedies and the enforcement of this Agreement, the Notes any Pledged Asset, any Governing Agreement, and the any other documents to be delivered hereunder and the fulfillment Program Documents, whether in any action, suit or attempted fulfillment of conditions precedent hereunderlitigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for Buyer), in each case whether or not the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid transactions contemplated hereby are consummated. (b) Subject to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwiselimitations of Section 19(k) of this Agreement, each Seller agrees to indemnify and hold harmless Buyer and each of its Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the Notes same is incurred) any and the other documents to be delivered hereunder all claims, damages, losses, liabilities, judgments, costs and thereunderexpenses of any kind (including, including the without limitation, reasonable fees and out-of-pocket expenses of counsel and allocated costs of internal counsel) that may be imposed on, incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or other proceeding (whether or not such Indemnified Party is a party thereto) relating to, resulting from or arising out of (i) this Agreement or any other Program Document or any other documents related thereto or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any such other document or any transaction contemplated hereby or thereby, (ii) any breach of a representation, warranty or covenant of any Seller or Guarantor or any Seller’s or Guarantor’s officers in this Agreement or any other Program Document, and all actions taken pursuant thereto), (iii) the Transactions, the actual or proposed use of the proceeds of the Transactions, this Agreement, any other Program Document or any of the transactions contemplated hereby or thereby, including any acquisition or proposed acquisition (iv) any Purchased Asset or Governing Agreement, or (v) the actual or alleged presence of hazardous materials on any Property or any environmental action relating in any way to any Property, except to the extent such claim, damage, class, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. Each Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, 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 Program Document, the actual or proposed use of the proceeds of the Transactions, or any of the transactions contemplated hereby or thereby. THE FOREGOING AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (bc) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to Notwithstanding any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions provision of this Agreement, such Borrower shallin no event shall any Seller or Guarantor be obligated to pay to Buyer any fees, upon demand costs and expenses incurred in connection with, or to indemnify or hold harmless any Indemnified Parties against any claims, damages, losses, liabilities, judgments, costs and expenses arising solely out of any dispute among Buyer and any of Buyer’s counterparties pursuant to any assignment or syndication by such Lender Buyer of any of its rights or interests hereunder. (withd) Without prejudice to the survival of any other agreement of any Seller hereunder, all obligations of the related Seller contained in this Section shall survive the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Assets by Buyer against full payment therefor and the termination of this Agreement.

Costs and Expenses; Indemnity. (a) Each Borrower The Company agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Money Market Advance is made by any Borrower the Company to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrowerthe Company, or if any Borrower the Company shall fail to make a borrowing of Eurodollar Rate Advances or CAF Money Market Advances after such Borrower the Company has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower the Company shall, upon demand by such Lender (withwith a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Conversion or failure to borrow, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless the Agent and each Lender from and against any and all claims, damages, liabilities and expenses (including, fees and disbursements of counsel) which may be incurred by or asserted against the Agent or such Lender in connection with or arising out of any investigation, litigation, or proceeding (whether or not the Agent or such Lender is party thereto) related to any acquisition or proposed acquisition by the Company, or by any Subsidiary of the Company, of all or any portion of the stock or substantially all the assets of any Person or any use or proposed use of the Advances by the Company (excluding any claims, damages, liabilities or expenses incurred by reason of the gross negligence or willful misconduct of the party to be indemnified or its employees or agents, or by reason of any use or disclosure of information relating to any such acquisition or use or proposed use of the proceeds by the party to be indemnified or its employees or agents).

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and with respect to advising the fulfillment or attempted fulfillment of conditions precedent hereunderAgent as to its rights and responsibilities under this Agreement, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by of the Administrative Agent, the CAF Advance Agent and the Lenders (including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings proceedings, in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any the Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 2.10 or a Conversion pursuant to Section 2.13(f2.08(f) or Section 2.14 2.09 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 6.01 or due to any other reason attributable to such the Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT, THE ARRANGER AND EACH LENDER FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, FEES AND DISBURSEMENTS OF COUNSEL) WHICH MAY BE INCURRED BY OR ASSERTED AGAINST THE AGENT, THE ARRANGER OR SUCH LENDER IN CONNECTION WITH OR ARISING OUT OF ANY INVESTIGATION, LITIGATION, OR PROCEEDING (WHETHER OR NOT THE AGENT, THE ARRANGER OR SUCH LENDER IS PARTY THERETO) RELATED TO

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on written demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery modification or amendment of this Agreement, the any Notes and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or with respect thereto and with respect to advising the Agent as to its Affiliates, travel expenses, duplication rights and printing responsibilities under this Agreement. The Borrower further agrees to pay on written demand all costs and courier and postage fees, and excluding any syndication fees paid to other parties joining expenses of the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent L/C Issuer, the L/C Administrator and the Lenders Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the any Notes and the other documents to be delivered hereunder and thereunderhereunder, including the including, without limitation, reasonable fees and out-of-pocket expenses of counselcounsel for the Agent, the L/C Issuer, the L/C Administrator and each Lender in connection with the enforcement of rights under this Section 8.04(a). (b) If The Borrower agrees to indemnify and hold harmless the Agent, the L/C Issuer, the L/C Administrator and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any payment and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of principal ofcounsel) incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or Conversion ofin connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) any Notes, this Agreement, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 transactions contemplated herein or a Conversion pursuant to Section 2.13(f) the actual or Section 2.14 or due to acceleration proposed use of the maturity proceeds of the Advances and Loans or use of the Notes pursuant Letters of Credit, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct; provided, however, that the indemnity provided in this Section 7.1 8.04(b) shall in no event (i) entitle an Indemnified Party to payment in respect of claims, damages, losses, liabilities or due to expenses of any kind that are governed by other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement in excess of amounts (if any) to which such Indemnified Party is entitled pursuant to such provisions, or (ii) apply to any claims, damages, losses, liabilities or expenses to the extent arising out of or relating to the Indenture, the Credit Linked Notes, the Warrant Agreement, the Warrants, or otherwise involving the offering or sale of any such securities, or any hedging transactions entered into in connection with the Loan Documents or any of the foregoing documents. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto. The Borrower shallalso agrees not to assert any claim for special, upon demand indirect, consequential or punitive damages against the Agent, the L/C Administrator, the L/C Issuer, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, arising out of or otherwise relating to any Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans or of the Letters of Credit. The Borrower shall not be required to make any payments under this Section 8.04 with respect to Taxes (and liabilities with respect thereto and taxes imposed on overall net income or the overall net income of a branch or office and franchise taxes imposed in lieu of net income taxes) imposed with respect to payments made to the Agent, the L/C Issuer, the L/C Administrator or the Initial Lender, which shall be governed exclusively by such Lender (withSection 2.12(a).

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on pay, promptly following demand (to the extent not reimbursed by any other Borrower) (i) therefor, all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all documented out-of-pocket costs and expenses, if any, incurred by expenses of the Administrative Agent, the CAF Advance Agent and the Lenders Joint Lead Arrangers in connection with the enforcement (whether through negotiationssyndication of the credit facility provided for herein and the preparation, legal proceedings in bankruptcy or insolvency proceedingsexecution, or otherwise) delivery, administration, modification and amendment of this Agreement, the Notes other Loan Documents and the other documents to be delivered hereunder and thereunder, including the reasonable and documented fees and 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 with respect to issues arising after the date hereof and relating specifically to this Agreement. The Borrower further agrees to periodically pay, promptly following demand therefor, all reasonable and documented out-of-pocket costs and expenses of counselthe Administrative Agent and the Lenders, if any (including reasonable and documented counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder, including reasonable and documented fees and expenses of counsel for the Administrative Agent and each Lender in connection with the enforcement of rights under this ‎Section 9.04(a). Notwithstanding the foregoing, nothing in this ‎Section 9.04(a) shall require the Borrower to reimburse the Administrative Agent, any Joint Lead Arranger or any Lender for Taxes or Additional Costs paid pursuant to ‎Section 2.16. (b) If any payment or prepayment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance Loan is made by any the Borrower to or for the account of a Lender on any day other than on the last day of the Interest Period for such AdvanceLoan as a result of (i) a payment pursuant to this Agreement or a Conversion pursuant to ‎Section 2.11, ‎2.13 or ‎2.17, (ii) [reserved], (iii) a payment by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Loan upon an assignment of rights and obligations under this Agreement pursuant to ‎Section 9.06 as a result of a prepayment demand by the Borrower pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f‎Section 9.06(a) or Section 2.14 or due to ‎9.06(c), (iv) acceleration of the maturity of the Advances and the Notes Loans pursuant to Section 7.1 or due ‎Article 7, (v) any payment on the Commitment Termination Date with respect to any Loans for which the Interest Period is deemed to end on such Commitment Termination Date pursuant to clause ‎(i) of the definition of “Interest Period” or (i) any other reason attributable to such Borrowerreason, or if any the Borrower shall fail to make effect any Borrowing of a borrowing Loan (other than a Base Rate Loan) on the date specified for such Borrowing in the related Borrowing request (including by reason of the failure of any applicable condition set forth in ‎Article 3 to be satisfied), or if the Borrower shall fail to prepay any Eurodollar Rate Advances or CAF Advances Loan after notice has been given to any Lender pursuant to ‎Section 2.13 (regardless of whether such Borrower has given a notice requesting the same may be revoked under ‎Section 2.13 and is revoked in accordance with therewith), then the provisions of this Agreement, such Borrower shall, upon within 10 days following demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment, prepayment or Conversion, or failure to borrow or prepay, including any loss (resulting from any interest rate differentials, excluding loss of anticipated margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan. Determinations by a Lender for purposes of this ‎Section 9.04(b) of any loss, cost or expense shall be conclusive and binding for all purposes, provided that such determinations are made on a reasonable basis. Any Lender requesting compensation under this ‎Section 9.04(b) will furnish the Borrower with a certificate setting forth the basis and amount of such request for compensation. Notwithstanding the foregoing, nothing in this ‎Section 9.04(b) shall require the Borrower to reimburse the Administrative Agent, any Joint Lead Arranger or any Lender for Taxes or Additional Costs paid pursuant to ‎Section 2.16. (c) The Borrower shall indemnify the Administrative Agent, each Joint Lead Arranger, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) on demand against, and hold each Indemnitee harmless from, any and all obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing (including any such action, proceeding or investigation brought by or against any person, including stockholders, partners or other equity holders of the Borrower), whether based on contract, tort or any other theory and in any capacity regardless of whether any Indemnitee is a party thereto, in each case, whether or not such investigation, litigation, claim or proceeding is brought by the Borrower, any equity holders or creditors of the Borrower or an Indemnitee and whether or not any such Indemnitee is otherwise a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities or related expenses are determined by final and nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee in the performance of its obligations under the Loan Documents; provided, however, that in no event will such Indemnitee or such other parties have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Indemnitee’s or such other parties’ activities related to the Loan Documents and the Borrower hereby waives, releases and agrees not to xxx upon such claim or any such damages whether or not accrued or not known or suspected to exist in its favor. If for any reason the foregoing indemnification is unavailable to any Indemnitee or insufficient to hold it harmless, then the Borrower will contribute to the amount paid or payable by such Indemnitee, as the case may be, as a result of such loss, claim, damage, liability and related expenses in such proportion as is appropriate to reflect the relative economic interests of (i) the Borrower and their respective Affiliates, stockholders, partners or other equity holders on the one hand and (ii) such Indemnitee on the other hand in the matters contemplated by the Loan Documents as well as the relative fault of (i) the Borrower and their respective Affiliates, stockholders, partners or other equity holders and (ii) such Indemnitee with respect to such loss, claim, damage or liability and any other relevant equitable considerations. (d) Without prejudice to the survival of any other agreement of the Borrower or the Lenders hereunder, the agreements and obligations of the Borrower contained in Sections ‎2.16, ‎2.18 and this ‎Section 9.04, and the agreements and obligations of each Lender under Sections ‎

Costs and Expenses; Indemnity. (a) Each Borrower agrees to The Borrowers shall jointly and severally pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and documented out-of-pocket expenses incurred by the Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, execution negotiation, execution, delivery and delivery administration of this Agreement, the Notes Agreement and the other documents to Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunderconsummated), (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of counsel any Letter of Credit or any demand for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate payment thereunder and (iii) all out-of-pocket costs and expenses, if any, documented expenses incurred by the Administrative Agent, any Lender or the CAF Advance Agent Issuing Bank (including the fees, charges and disbursements of any counsel for the Lenders Agent, any Lender or the Issuing Bank), in connection with the enforcement or protection of its rights (whether through negotiations, legal proceedings A) in bankruptcy or insolvency proceedings, or otherwise) of connection with this Agreement, the Notes Agreement and the other documents to be delivered hereunder and thereunderLoan Documents, including the reasonable fees and its rights under this Section, or (B) in connection with Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of counselsuch Advances or Letters of Credit. (b) If The Borrowers shall jointly and severally indemnify the Agent (and any payment sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of principal any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and 83 disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Borrower) arising out of, in connection with, or Conversion ofas a result of (i) the execution or delivery of this Agreement, any Eurodollar Rate other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 2.14), (ii) any Advance or CAF Advance is made Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Environmental Substances on or from any property owned or operated by a Borrower or any of its Subsidiaries, or any Environmental Claim related in any way to a Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any of a Borrower’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the provisions of Section 2.14(c), this Section 8.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Agent (or any sub-agent thereof), the Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub-agent), the Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the account Agent (or any such sub-agent), the Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of a Lender the Lenders under this subsection (c) are subject to the provisions of Section 2.13(h). (d) To the fullest extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee 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. (e) Upon demand of any Lender (with a copy to the Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of): (i) any continuation, conversion, payment or prepayment of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (ii) any failure by a Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or convert any Advance other than a Base Rate Advance on the date or in the amount notified by the applicable Borrower; or (iii) any assignment of a Eurodollar Rate Advance on a day other than the last day of the Interest Period therefor as a result of a prepayment request by the Borrowers pursuant to Section 2.15 8.07(a); including any loss of anticipated profits and any loss or a Conversion pursuant expense arising from the liquidation or reemployment of funds obtained by it to Section 2.13(f) maintain such Advance or Section 2.14 or due from fees payable to acceleration of terminate the maturity of the Advances deposits from which such funds were obtained. The Borrowers shall also jointly and the Notes pursuant to Section 7.1 or due to severally pay any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 8.04(e), each Lender shall be deemed to have funded each Eurodollar Rate Advance made by it at the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Advance was in fact so funded. (withf) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in Sections 2.11, 2.12, 2.14, 2.19(c) and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents, termination of the aggregate Commitments, resignation of the Agent and the Termination Date.

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on pay, promptly following demand (to the extent not reimbursed by any other Borrower) (i) therefor, all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all documented out-of-pocket costs and expenses, if any, incurred by expenses of the Administrative Agent, the CAF Advance Agent and the Lenders Joint Lead Arrangers in connection with the enforcement (whether through negotiationssyndication of the credit facility provided for herein and the preparation, legal proceedings in bankruptcy or insolvency proceedingsexecution, or otherwise) delivery, administration, modification and amendment of this Agreement, the Notes other Loan Documents and the other documents to be delivered hereunder and thereunder, including the reasonable and documented fees and 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 with respect to issues arising after the date hereof and relating specifically to this Agreement. The Borrower further agrees to periodically pay, promptly following demand therefor, all reasonable and documented out-of-pocket costs and expenses of counselthe Administrative Agent and the Lenders, if any (including reasonable and documented counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder, including reasonable and documented fees and expenses of counsel for the Administrative Agent and each Lender in connection with the enforcement of rights under this Section 9.04(a). Notwithstanding the foregoing, nothing in this Section 9.04(a) shall require the Borrower to reimburse the Administrative Agent, any Joint Lead Arranger or any Lender for Taxes or Additional Costs paid pursuant to Section 2.16. (b) If any payment or prepayment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance Loan is made by any the Borrower to or for the account of a Lender on any day other than on the last day of the Interest Period for such Advance, Loan as a result of (i) a prepayment payment pursuant to Section 2.15 this Agreement or a Conversion pursuant to Section 2.13(f2.11, 2.13 or 2.17, (ii) a Commitment Increase pursuant to Section 2.07(c), (iii) a payment by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Loan upon an assignment of rights and obligations under this Agreement pursuant to Section 9.06 as a result of a demand by the Borrower pursuant to Sections 9.06(a) or Section 2.14 or due to 9.06(c), (iv) acceleration of the maturity of the Advances and the Notes Loans pursuant to Section 7.1 or due Article 7, (v) any payment on the Commitment Termination Date with respect to any Loans for which the Interest Period is deemed to end on such Commitment Termination Date pursuant to clause (i) of the definition of “Interest Period” or (vi) any other reason attributable to such Borrowerreason, or if any the Borrower shall fail to make effect any Borrowing of a borrowing Loan (other than a Base Rate Loan) on the date specified for such Borrowing in the related Borrowing request (including by reason of the failure of any applicable condition set forth in Article 3 to be satisfied), or if the Borrower shall fail to prepay any Eurodollar Rate Advances or CAF Advances Loan after such Borrower notice has been given a notice requesting to any Lender pursuant to Section 2.13 , then the same in accordance with the provisions of this Agreement, such Borrower shall, upon within 10 days following demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment, prepayment or Conversion, or failure to borrow or prepay, including any loss (resulting from any interest rate differentials, excluding loss of anticipated margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan. Determinations by a Lender for purposes of this Section 9.04(b) of any loss, cost or expense shall be conclusive and binding for all purposes, provided that such determinations are made on a reasonable basis. Any Lender requesting compensation under this Section 9.04(b) will furnish the Borrower with a certificate setting forth the basis and amount of such request for compensation. Notwithstanding the foregoing, nothing in this Section 9.04(b) shall require the Borrower to reimburse the Administrative Agent, any Joint Lead Arranger or any Lender for Taxes or Additional Costs paid pursuant to Section 2.16. (c) The Borrower shall indemnify the Administrative Agent, each Joint Lead Arranger, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) on demand against, and hold each Indemnitee harmless from, any and all obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing (including any such action, proceeding or investigation brought by or against any person, including stockholders, partners or other equity holders of the Borrower), whether based on contract, tort or any other theory and in any capacity regardless of whether any Indemnitee is a party thereto, in each case, whether or not such investigation, litigation, claim or proceeding is brought by the Borrower, any equity holders or creditors of the Borrower or an Indemnitee and whether or not any such Indemnitee is otherwise a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities or related expenses are determined by final and nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee in the performance of its obligations under the Loan Documents; provided, however, that in no event will such Indemnitee or such other parties have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Indemnitee’s or such other parties’ activities related to the Loan Documents and the Borrower hereby waives, releases and agrees not to xxx upon such claim or any such damages whether or not accrued or not known or suspected to exist in its favor. If for any reason the foregoing indemnification is unavailable to any Indemnitee or insufficient to hold it harmless, then the Borrower will contribute to the amount paid or payable by such Indemnitee, as the case may be, as a result of such loss, claim, damage, liability and related expenses in such proportion as is appropriate to reflect the relative economic interests of (i) the Borrower and their respective Affiliates, stockholders, partners or other equity holders on the one hand and (ii) such Indemnitee on the other hand in the matters contemplated by the Loan Documents as well as the relative fault of (i) the Borrower and their respective Affiliates, stockholders, partners or other equity holders and (ii) such Indemnitee with respect to such loss, claim, damage or liability and any other relevant equitable considerations. (d) Without prejudice to the survival of any other agreement of the Borrower or the Lenders hereunder, the agreements and obligations of the Borrower contained in Sections 2.16, 2.18 and this Section 9.04, and the agreements and obligations of each Lender under Sections 8.05 and 9.11, shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes.

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the 71 66 Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Conversion or failure to borrow, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) Each Borrower agrees to indemnify and hold harmless the Administrative Agent, the CAF Advance Agent and each Lender (to the extent not reimbursed by any other Borrower) from and against any and all claims, damages, liabilities and expenses (including, without limitation, fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent, the CAF Advance Agent or such Lender in connection with or arising out of any investigation, litigation, or proceeding (whether or not the Administrative Agent, the CAF Advance Agent or such Lender is party thereto) related to any acquisition or proposed acquisition by the Company, or by any Subsidiary of the Company, of all or any portion of the stock or substantially all the assets of any Person or any use or proposed use of the Advances by any Borrower (excluding any claims, damages, liabilities or expenses incurred by reason of the gross negligence or willful misconduct of the party to be indemnified or its employees or agents, or by reason of any use or disclosure 72 67 of information relating to any such acquisition or use or proposed use of the proceeds by the party to be indemnified or its employees or agents).

Costs and Expenses; Indemnity. (a) Each Borrower agrees to The Borrowers shall jointly and severally pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and documented out-of-pocket expenses incurred by the Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, execution negotiation, execution, delivery and delivery administration of this Agreement, the Notes Agreement and the other documents to Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunderconsummated), (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of counsel any Letter of Credit or any demand for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate payment thereunder and (iii) all out-of-pocket costs and expenses, if any, documented expenses incurred by the Administrative Agent, any Lender or the CAF Advance Agent Issuing Bank (including the fees, charges and disbursements of any counsel for the Lenders Agent, any Lender or the Issuing Bank), in connection with the enforcement or protection of its rights (whether through negotiations, legal proceedings A) in bankruptcy or insolvency proceedings, or otherwise) of connection with this Agreement, the Notes Agreement and the other documents to be delivered hereunder and thereunderLoan Documents, including the reasonable fees and its rights under this Section, or (B) in connection with Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of counselsuch Advances or Letters of Credit. (b) If The Borrowers shall jointly and severally indemnify the Agent (and any payment sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of principal any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Borrower) arising out of, in connection with, or Conversion ofas a result of (i) the execution or delivery of this Agreement, any Eurodollar Rate other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature), or in the form of an Electronic Record, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 2.14), (ii) any Advance or CAF Advance is made Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Environmental Substances on or from any property owned or operated by a Borrower or any of its Subsidiaries, or any Environmental Claim related in any way to a Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any of a Borrower’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the provisions of Section 2.14(c), this Section 8.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Agent (or any sub-agent thereof), the Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub-agent), the Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the account Agent (or any such sub-agent), the Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of a Lender the Lenders under this subsection (c) are subject to the provisions of Section 2.13(h). (d) To the fullest extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee 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. (e) Upon demand of any Lender (with a copy to the Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of): (i) any continuation, conversion, payment or prepayment of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (ii) any failure by a Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or convert any Advance other than a Base Rate Advance on the date or in the amount notified by the applicable Borrower; or (iii) any assignment of a Term SOFR Advance on a day other than the last day of the Interest Period therefor as a result of a prepayment request by the Borrowers pursuant to Section 2.15 8.07(a); including any loss of anticipated profits and any loss or a Conversion pursuant expense arising from the liquidation or reemployment of funds obtained by it to Section 2.13(f) maintain such Advance or Section 2.14 or due from fees payable to acceleration of terminate the maturity of the Advances deposits from which such funds were obtained. The Borrowers shall also jointly and the Notes pursuant to Section 7.1 or due to severally pay any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand customary administrative fees charged by such Lender in connection with the foregoing. (withf) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in Sections 2.11, 2.12, 2.14, 2.19(c) and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents, termination of the aggregate Commitments, resignation of the Agent and the Termination Date.

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on pay, promptly following demand (to the extent not reimbursed by any other Borrower) (i) therefor, all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all documented out-of-pocket costs and expenses, if any, incurred by expenses of the Administrative Agent, the CAF Advance Agent and the Lenders Joint Lead Arrangers in connection with the enforcement (whether through negotiationssyndication of the credit facility provided for herein and the preparation, legal proceedings in bankruptcy or insolvency proceedingsexecution, or otherwise) delivery, administration, modification and amendment of this Agreement, the Notes other Loan Documents and the other documents to be delivered hereunder and thereunder, including the reasonable and documented fees and 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 with respect to issues arising after the date hereof and relating specifically to this Agreement. The Borrower further agrees to periodically pay, promptly following demand therefor, all reasonable and documented out-of-pocket costs and expenses of counselthe Administrative Agent and the Lenders, if any (including reasonable and documented counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder, including reasonable and documented fees and expenses of counsel for the Administrative Agent and each Lender in connection with the enforcement of rights under this Section 9.04(a). Notwithstanding the foregoing, nothing in this Section 9.04(a) shall require the Borrower to reimburse the Administrative Agent, any Joint Lead Arranger or any Lender for Taxes or Additional Costs paid pursuant to Section 2.16. (b) If any payment or prepayment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance Loan is made by any the Borrower to or for the account of a Lender on any day other than on the last day of the Interest Period for such Advance, Loan as a result of (i) a prepayment payment pursuant to Section 2.15 this Agreement or a Conversion pursuant to Section 2.13(f2.11, 2.13 or 2.17, (ii) a Commitment Increase pursuant to Section 2.07(c), (iii) a payment by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Loan upon an assignment of rights and obligations under this Agreement pursuant to Section 9.06 as a result of a demand by the Borrower pursuant to Sections 9.06(a) or Section 2.14 or due to 9.06(c), (iv) acceleration of the maturity of the Advances and the Notes Loans pursuant to Section 7.1 or due Article 7, (v) any payment on the Commitment Termination Date with respect to any Loans for which the Interest Period is deemed to end on such Commitment Termination Date pursuant to clause (i) of the definition of “Interest Period” or (vi) any other reason attributable to such Borrowerreason, or if any the Borrower shall fail to make effect any Borrowing of a borrowing Loan (other than a Base Rate Loan) on the date specified for such Borrowing in the related Borrowing request (including by reason of the failure of any applicable condition set forth in Article 3 to be satisfied), or if the Borrower shall fail to prepay any Eurodollar Rate Advances or CAF Advances Loan after such Borrower notice has been given a notice requesting to any Lender pursuant to Section 2.13 , then the same in accordance with the provisions of this Agreement, such Borrower shall, upon within 10 days following demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment, prepayment or Conversion, or failure to borrow or prepay, including any loss (resulting from any interest rate differentials, excluding loss of anticipated margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan. Determinations by a Lender for purposes of this Section 9.04(b) of any loss, cost or expense shall be conclusive and binding for all purposes, provided that such determinations are made on a reasonable basis. Any Lender requesting compensation under this Section 9.04(b) will furnish the Borrower with a certificate setting forth the basis and amount of such request for compensation. Notwithstanding the foregoing, nothing in this Section 9.04(a) shall require the Borrower to reimburse the Administrative Agent, any Joint Lead Arranger or any Lender for Taxes or Additional Costs paid pursuant to Section 2.16. (c) The Borrower shall indemnify the Administrative Agent, each Joint Lead Arranger, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) on demand against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing (including any such action, proceeding or investigation brought by or against any person, including stockholders, partners or other equity holders of the Borrower), whether based on contract, tort or any other theory and in any capacity regardless of whether any Indemnitee is a party thereto, in each case, whether or not such investigation, litigation, claim or proceeding is brought by the Borrower, any equity holders or creditors of the Borrower or an Indemnitee and whether or not any such Indemnitee is otherwise a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities or related expenses are determined by final and nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee in the performance of its obligations under the Loan Documents; provided, however, that in no event will such Indemnitee or such other parties have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Indemnitee’s or such other parties’ activities related to the Loan Documents and the Borrower hereby waives, releases and agrees not to xxx upon such claim or any such damages whether or not accrued or not known or suspected to exist in its favor. If for any reason the foregoing indemnification is unavailable to any Indemnitee or insufficient to hold it harmless, then the Borrower will contribute to the amount paid or payable by such Indemnitee, as the case may be, as a result of such loss, claim, damage, liability and related expenses in such proportion as is appropriate to reflect the relative economic interests of (i) the Borrower and their respective Affiliates, stockholders, partners or other equity holders on the one hand and (ii) such Indemnitee on the other hand in the matters contemplated by the Loan Documents as well as the relative fault of (i) the Borrower and their respective Affiliates, stockholders, partners or other equity holders and (ii) such Indemnitee with respect to such loss, claim, damage or liability and any other relevant equitable considerations. (d) Without prejudice to the survival of any other agreement of the Borrower or the Lenders hereunder, the agreements and obligations of the Borrower contained in Sections 2.16, 2.18 and this Section 9.04, and the agreements and obligations of each Lender under Sections 8.05 and 9.11, shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes.

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and with respect to advising the fulfillment or attempted fulfillment of conditions precedent hereunderAdministrative Agent as to its rights and responsibilities under this Agreement, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, including the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by of the Administrative Agent, the CAF Advance Agent and the Lenders (including reasonable counsel fees and expenses and the allocated costs of in-house counsel), in connection with the enforcement (whether through negotiations, legal proceedings proceedings, in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any the Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 2.10 or a Conversion pursuant to Section 2.13(f2.08(f) or Section 2.14 2.09 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 6.01 or due to any other reason attributable to such the Borrower, or if any the Borrower shall fail to make a borrowing of borrow, convert, continue or prepay any Eurodollar Rate Advances or CAF Advances after such Borrower has given a Advance on the date specified in any notice requesting delivered pursuant hereto, the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of 52 such payment or Conversion, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, THE ARRANGER AND EACH LENDER FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL) WHICH MAY BE INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT, THE ARRANGER OR SUCH LENDER IN CONNECTION WITH OR ARISING OUT OF ANY INVESTIGATION, LITIGATION, OR PROCEEDING (WHETHER OR NOT THE ADMINISTRATIVE AGENT, THE ARRANGER OR SUCH LENDER IS PARTY THERETO) RELATED TO ANY ACQUISITION OR PROPOSED ACQUISITION BY THE BORROWER, OR BY ANY SUBSIDIARY OF THE BORROWER, OF ALL OR ANY PORTION OF THE EQUITY INTERESTS IN, OR SUBSTANTIALLY ALL THE ASSETS OF, ANY PERSON OR ANY USE OR PROPOSED USE OF THE ADVANCES BY THE BORROWER (EXCLUDING ANY CLAIMS, DAMAGES, LIABILITIES OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY TO BE INDEMNIFIED OR ITS EMPLOYEES OR ADMINISTRATIVE AGENTS, OR BY REASON OF ANY USE OR DISCLOSURE OF INFORMATION RELATING TO ANY SUCH ACQUISITION OR USE OR PROPOSED USE OF THE PROCEEDS BY THE PARTY TO BE INDEMNIFIED OR ITS EMPLOYEES OR ADMINISTRATIVE AGENTS).

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) and upon receipt of supporting statements, all reasonable fees costs and out-of-pocket expenses of counsel for the Administrative Supplemental DIP Collateral Agent and each Investor, in connection with the due diligence in respect of, and negotiation, preparation, execution and delivery of this Agreement, the Notes Term Loan Notes, the other Term Loan Documents and the Supplemental Financing Order, including the reasonable fees and expenses of Messrs. Jenner & Block and Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to the Investors and local counsel; all reasonable costs and expenses of the Supplemental DIP Collateral Agent, the Investors and any other documents to holder of any Term Loan Note (including reasonable attorneys' fees and fees of the Investors' financial advisors) incurred while any Potential Default or Event of Default shall have occurred and be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereundercontinuing, (ii) all reasonable costs and expenses incurred by the Administrative Supplemental DIP Collateral Agent and its Affiliates the Investors in initially syndicating connection with any consents or waivers hereunder or amendments hereto, and all or any portion reasonable costs and expenses (including reasonable attorneys' fees and fees of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expensesInvestors' financial advisors), if any, incurred by the Administrative Supplemental DIP Collateral Agent, the CAF Advance Agent and the Lenders Investors or any other holders of a Term Loan Note in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes Term Loan Notes, the other Term Loan Documents and the other instruments and documents to be delivered hereunder. The Borrower and each Guarantor agrees to indemnify and save harmless the Investors and the Supplemental DIP Collateral Agent from any and all liabilities, losses, reasonable costs and expenses incurred by the Investors or the Supplemental DIP Collateral Agent in connection with any action, suit, claim or proceeding brought against the Supplemental DIP Collateral Agent or any Investor by any Person which arises out of the transactions contemplated or financed hereby or by the Term Loan Notes, or out of any action or inaction by the Supplemental DIP Collateral Agent or any Investor hereunder and or thereunder, including except for such thereof as is caused by the reasonable fees and out-of-pocket expenses gross negligence or willful misconduct of counselthe party indemnified. (b) If Without limiting the generality of the foregoing, the Borrower unconditionally agrees to forever indemnify, defend and hold harmless, the Supplemental DIP Collateral Agent and each Investor, and covenants not to xxx for any payment claim for contribution against, the Supplemental DIP Collateral Agent or any Investor for any damages, reasonable costs, loss or reasonable expense, including without limitation, response, remedial or removal costs, arising out of principal ofany of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property, (ii) the operation or violation of any Environmental Law, whether federal, state, or Conversion oflocal, and any Eurodollar Rate Advance regulations promulgated thereunder, by the Borrower or CAF Advance is any Subsidiary or otherwise occurring on or with respect to its Property, (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any of its Subsidiaries made by herein or in any Borrower to loan agreement, promissory note, mortgage, deed of trust, security agreement or for the account of a Lender on any day other than the last day instrument or document evidencing or securing any indebtedness, obligations or liabilities of the Interest Period Borrower or any of its Subsidiaries owing to the Supplemental DIP Collateral Agent or any Investor or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Supplemental DIP Collateral Agent's or such Advance, as a result of a prepayment pursuant to Section 2.15 Investor's own willful misconduct or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration gross negligence. This indemnification shall be binding upon the successors and assigns of the maturity Borrower and shall inure to the benefit of the Advances Supplemental DIP Collateral Agent and the Notes pursuant to Investors and their respective directors, officers, employees, agents, and collateral trustees, and their successors and assigns. (c) The provisions of this Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower 11.7 shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting survive the same in accordance with the provisions termination of this Agreement, such Borrower shall, upon demand by such Lender (withand shall remain in force beyond the payment or satisfaction in full of any single claim under this indemnification.

Costs and Expenses; Indemnity. (a) Each Borrower The Company agrees to pay on demand (to the extent not reimbursed by any other Borrower) Joint Collateral Agent from time to time upon demand, all reasonable fees, costs and expenses of the Joint Collateral Agent (i) all including, without limitation, the reasonable fees and out-of-pocket expenses disbursements of counsel for the Administrative Agent counsel) (A) arising in connection with the preparation, execution execution, delivery, modification and delivery termination of this Agreement, the Notes each Security Document and the other documents Intercreditor Agreement or the enforcement of any of the provisions hereof or thereof, (B) incurred or required to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders advanced in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy sale or insolvency proceedings, other disposition of any Collateral pursuant to any Security Document or otherwise) of this Agreement, the Notes Intercreditor Agreement and the other documents preservation, protection or defense of the Joint Collateral Agent's rights under the Security Documents and the Intercreditor Agreement and in and to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counselCollateral or (C) in connection with any action taken pursuant to Section 2.4 hereof. (b) If any payment of principal ofThe Obligors shall jointly and severally indemnify the Joint Collateral Agent for, or Conversion ofand hold it harmless against, any Eurodollar Rate Advance or CAF Advance is made by any Borrower and all claims, demands, expenses (including but not limited to or for reasonable compensation, disbursements and expenses of the account of a Lender on any day Joint Collateral Agent's agents and counsel), losses (other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(flost profits) or Section 2.14 liabilities incurred by it without negligence, bad faith or due to acceleration willful misconduct on its part, in any way arising out of or in connection with the maturity acceptance and administration of the Advances this Collateral Agency Agreement and the Notes pursuant to Section 7.1 its rights or due to duties hereunder or under any other reason attributable Collateral Document. The Joint Collateral Agent shall notify the Company promptly of any claim asserted against the Joint Collateral Agent for which it may seek indemnity. The Company need not pay for any settlement made without its written consent. The Company need not reimburse any expense or indemnify against any loss or liability to such Borrowerthe extent incurred by the Collateral Agent through its gross negligence, bad faith or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwillful misconduct.

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all costs and expenses of Lender, including without limitation all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent attorneys' fees, in connection with the preparationenforcement or attempted enforcement of, execution and delivery preservation of any rights or interests under, this Agreement, the Notes and the assignment, sale or other documents to be delivered hereunder and the fulfillment or attempted fulfillment disposal of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunderIntellectual Property Collateral. (b) Borrower hereby agrees to indemnify Lender and any of its affiliates, and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, demands, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including, without limitation, the related reasonable attorneys' fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliatesattorneys' fees incurred pursuant to Xxxxxxx 00 Xxxxxx Xxxxxx Code, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if anywhich may be imposed on, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedingsby, or otherwise) asserted against any Indemnified Person, in any way relating to or arising out of this Agreement, the Notes and the other documents including in connection with any infringement or alleged infringement with respect to any Intellectual Property Collateral, or any action taken or omitted to be delivered taken by it hereunder (the "Indemnified Liabilities"); provided that Borrower shall not be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If and thereunderto the extent that the foregoing indemnification is for any reason held unenforceable, including Borrower agrees to make the reasonable fees maximum contribution to the payment and out-of-pocket expenses satisfaction of counseleach of the Indemnified Liabilities which is permissible under applicable law. (bc) If any payment of principal of, Any amounts payable to Lender under this Section 11 or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or otherwise under this Agreement if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, not paid upon demand by shall bear interest from the date of such Lender (withdemand until paid in full, at the rate of interest set forth in the Note.

Costs and Expenses; Indemnity. (a) Each Borrower jointly and severally agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) and upon receipt of supporting statements, all reasonable fees costs and out-of-pocket expenses of counsel for the Administrative Agent Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Messrs. Xxxxxxx and Xxxxxx, special counsel to the Administrative Agent (such fees and expenses of such special counsel shall not exceed the amount previously agreed to by the Company and the fulfillment Administrative Agent); all reasonable costs and expenses of the Administrative Agent, the Banks and any other holder of any Note (including reasonable attorneys' fees) incurred while any Potential Default or attempted fulfillment Event of conditions precedent hereunderDefault shall have occurred and be continuing, (ii) all reasonable costs and expenses incurred by the Administrative Agent in connection with any consents or waivers hereunder or amendments hereto, and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage expenses (including reasonable attorneys' fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses), if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders Banks or any other holders of a Note in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, Agreement or the Notes and the other instruments and documents to be delivered hereunder. Each Borrower jointly and severally agrees to indemnify and save harmless the Banks and the Administrative Agent from any and all liabilities, losses, reasonable costs and expenses incurred by the Banks or the Administrative Agent in connection with any action, suit or proceeding brought against the Administrative Agent or any Bank by any Person which arises out of the transactions contemplated or financed hereby or by the Notes, or out of any action or inaction by the Administrative Agent or any Bank hereunder and or thereunder, including except for such thereof as is caused by the reasonable fees and out-of-pocket expenses gross negligence or willful misconduct of counselthe party indemnified. (b) If Without limiting the generality of the foregoing, the Borrowers jointly and severally unconditionally agree to forever indemnify, defend and hold harmless, the Agent and each Bank, and covenant not to xxx for any payment claim for contribution against, the Agent or any Bank for any damages, reasonable costs, loss or reasonable expense, including without limitation, response, remedial or removal costs, arising out of principal ofany of the following: (i) any presence, release, threatened release or Conversion of, disposal of any Eurodollar Rate Advance hazardous or CAF Advance is made toxic substance or petroleum by any Borrower or any Subsidiary or otherwise occurring on or with respect to its Property, (ii) the operation or violation of any Environmental Law, whether federal, state, or local, and any regulations promulgated thereunder, by any Borrower or any Subsidiary or otherwise occurring on or with respect to its Property, (iii) any claim for personal injury or property damage in connection with any Borrower or any Subsidiary or otherwise occurring on or with respect to its Property, and (iv) the account inaccuracy or breach of a Lender on any day environmental representation, warranty or covenant by any Borrower made herein or in any loan agreement, promissory note, mortgage, deed of trust, security agreement or any other than instrument or document evidencing or securing any indebtedness, obligations or liabilities of any Borrower owing to the last day Agent or any Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Agent's or such Bank's willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all indebtedness, obligations and liabilities of the Interest Period for such Advance, as a result of a prepayment pursuant Borrowers owing to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances Agent and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting Banks and the same in accordance with the provisions termination of this Agreement, such and shall remain in force beyond the payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of each Borrower shalland shall inure to the benefit of Agent and the Banks and their respective directors, upon demand by such Lender officers, employees, agents, and collateral trustees, and their successors and assigns. (withc) The provisions of this Section 11.8 shall survive payment of the Notes and the termination of the Revolving Credit Commitments hereunder.

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed The Company will absolutely, irrevocably and unconditionally indemnify and hold Equitable harmless against all costs, expense, claims and losses suffered or incurred by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent Equitable howsoever arising from or in connection with the preparation, negotiation, execution and delivery delivery, performance or enforcement of this Agreement, the Notes and the each Application, each Letter of Credit, any syndication of any Letter of Credit, any other documents agreement (relating to be delivered hereunder and the fulfillment a Letter of Credit or attempted fulfillment an Application) of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all Equitable with or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent benefit of a Bank, or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders otherwise arising from or in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy transactions contemplated hereby or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunderthereby, including without limitation the reasonable fees and out-of-pocket expenses of counselcounsel to Equitable. (bi) If In addition to the obligations of the Company pursuant to Section 1 above, the Company agrees to reimburse Equitable, on demand, for each payment made by Equitable under or pursuant to any payment of principal of, or Conversion ofApplication, any Eurodollar Rate Advance syndication of any Letter of Credit or CAF Advance is made by any Borrower other agreement (relating to a Letter of Credit or an Application) of Equitable with or for the account benefit of a Lender on Bank (in any day case, other than to reimburse the last day applicable Bank for draws under a Letter of Credit but including any interest accrued and payable with respect to such draws), including without limitation, any and all fees, commissions, administrative charges, indemnification payments, increased costs and reserve charges payable to a Bank. (ii) The Company shall, subject to the Interest Period limitation set forth below in this paragraph, promptly pay to Equitable from time to time as specified by Equitable, such amounts as Equitable determines in its reasonable judgment are necessary to compensate it for costs, to the extent such Advancecosts are attributable to this Agreement or its issuing or having outstanding an Application resulting from the application of any law or regulation applicable to Equitable, regarding any reserve, assessment, capitalization or similar requirement relating to contingent obligations or reimbursement agreements with respect to letters of credit, provided that such costs are incurred by Equitable as a result of a prepayment pursuant change in applicable law after the date hereof. The Company acknowledges that there may be various methods of allocating such reserves, assessments, capitalization or similar costs referred to Section 2.15 or above and agrees that the allocations by Equitable, for purposes of determining such costs, shall be conclusive and binding upon the Company, provided that such allocations are made in good faith by a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration reasonable method, Equitable provides the Company with a certification in reasonable detail of the maturity method used for such allocation, and notifies the Company promptly of any change in the law imposing such additional costs. (c) In the event that the Company's obligations under this Section 4 at any time exceed, in the aggregate, $20,000,000, the Company shall have the option, subject to the covenants and agreements of the Advances and Company contained in the Notes pursuant penultimate sentence of Section 1 hereof, to Section 7.1 or pay such excess amount to Equitable when due to any other reason attributable in additional limited partnership units having an aggregate Fair Market Value on such due date equal to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the excess amount then due and owing. (d) The provisions of this Section 4 shall survive any payment of the Company's obligations and liabilities hereunder and any termination of this Agreement, such Borrower shall, upon demand by such Lender (with.

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand pay, within ten (to the extent not reimbursed by any other Borrower) 10) days after presentation of a statement, (i) all reasonable fees and out-of-pocket costs and expenses of counsel for incurred by the Administrative Agent Agent, including, but not limited to, reasonable attorneys' fees, in connection with the preparation, execution and delivery execution, delivery, filing, recording, administration, modification, restatement or amendment of this Agreement, the Notes other Loan Documents and all instruments and documents delivered pursuant to this Agreement or the other documents to Loan Documents (including any Assignments and any waivers or consents which may be delivered hereunder requested by any Loan Party or which may otherwise be executed and the fulfillment or attempted fulfillment of conditions precedent hereunder, (iidelivered) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, each of the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliatesdocuments referred to in Section 5.1 hereof, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiationsin the context of a civil action, legal proceedings in adversary proceeding, bankruptcy or other form of insolvency proceedingsproceeding, workout or otherwise) of this Agreement, the Notes other Loan Documents, and the such other documents to be delivered hereunder instruments and thereunderdocuments, including the including, but not limited to, reasonable attorneys' fees, audit charges, appraisal fees, search fees and filing fees and all out-of-pocket costs and expenses of the Agent in connection with its duties; and (ii) all out-of-pocket expenses incurred by each Bank, including, but not limited to, reasonable attorneys' fees, in connection with the administration, modification, restatement or amendment of counselthis Agreement, the other Loan Documents and all instruments and documents delivered pursuant to this Agreement or the other Loan Documents (including any waivers or consents which may be requested by any Loan Party or which may otherwise be executed and delivered) including, without limitation, all out-of-pocket costs and expenses, if any, in connection with the enforcement (whether in the context of a civil action, adversary proceeding, bankruptcy or other form of insolvency proceeding, workout or otherwise) of this Agreement, the other Loan Documents, and such other instruments and documents, including, but not limited to, reasonable attorneys' fees, audit charges, appraisal fees, and all out-of-pocket costs and expenses of such Bank. (b) If Each Loan Party agrees to indemnify and save harmless the Banks, any payment Participants and the Agent and each of principal their respective officers, directors, employees, agents, attorneys-in-fact and Affiliates from and against any and all actions, causes of action, suits, losses, liabilities and damages and expenses (including, without limitation, attorneys' fees) in connection therewith (herein called the "Indemnified Liabilities") incurred by the Banks, any Participants or the Agent or any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates as a result of, or Conversion ofarising out of or relating to any of the transactions contemplated hereby or by the other Loan Documents, except for any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the Indemnified Liabilities arising on account of a Lender on any day other than the last day gross negligence or willful misconduct of the Interest Period Person seeking indemnity under this Section 10.6(b); provided, however, that, if and to the extent such agreement to indemnify may be unenforceable for such Advanceany reason, as a result each Loan Party shall make the maximum contribution to the payment and satisfaction of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration each of the maturity Indemnified Liabilities which shall be permissible under applicable law. The agreements in this Section 10.6 shall survive the payment of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withObligations.

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) and upon receipt of supporting statements, all reasonable fees costs and out-of-pocket expenses of counsel for the Administrative Agent Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Messrs. Xxxxxxx and Xxxxxx, special counsel to the Administrative Agent (such fees and expenses of such special counsel shall not exceed the amount previously agreed to by the Borrower and the fulfillment Administrative Agent); all reasonable costs and expenses of the Administrative Agent, the Banks and any other holder of any Note or attempted fulfillment any Reimbursement Obligation (including reasonable attorneys' fees) incurred while any Potential Default or Event of conditions precedent hereunderDefault shall have occurred and be continuing, (ii) all reasonable costs and expenses incurred by the Administrative Agent in connection with any consents or waivers hereunder or amendments hereto, and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage expenses (including reasonable attorneys' fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses), if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders Banks or any other holders of a Note or any Reimbursement Obligation in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, Agreement or the Notes and the other instruments and documents to be delivered hereunder. The Borrower agrees to indemnify and save harmless the Banks and the Administrative Agent from any and all liabilities, losses, reasonable costs and expenses incurred by the Banks or the Administrative Agent in connection with any action, suit or proceeding brought against the Administrative Agent or any Bank by any Person which arises out of the transactions contemplated or financed hereby or by the Notes, or out of any action or inaction by the Administrative Agent or any Bank hereunder and or thereunder, including except for such thereof as is caused by the reasonable fees and out-of-pocket expenses gross negligence or willful misconduct of counselthe party indemnified. (b) If Without limiting the generality of the foregoing, the Borrower unconditionally agrees to forever indemnify, defend and hold harmless, the Agent and each Bank, and covenant not to xxx for any payment claim for contribution against, the Agent or any Bank for any damages, reasonable costs, loss or reasonable expense, including without limitation, response, remedial or removal costs, arising out of principal ofany of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property, (ii) the operation or violation of any Environmental Law, whether federal, state, or Conversion oflocal, and any Eurodollar Rate Advance regulations promulgated thereunder, by the Borrower or CAF Advance is any Subsidiary or otherwise occurring on or with respect to its Property, (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower made by herein or in any Borrower to loan agreement, promissory note, mortgage, deed of trust, security agreement or for the account of a Lender on any day other than the last day instrument or document evidencing or securing any indebtedness, obligations or liabilities of the Interest Period Borrower owing to the Agent or any Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Agent's or such AdvanceBank's willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all indebtedness, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration obligations and liabilities of the maturity of Borrower owing to the Advances Agent and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting Banks and the same in accordance with the provisions termination of this Agreement, such and shall remain in force beyond the payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Borrower shalland shall inure to the benefit of Agent and the Banks and their respective directors, upon demand by such Lender officers, employees, agents, and collateral trustees, and their successors and assigns. (withc) The provisions of this Section 11.8 shall survive payment of the Notes and Reimbursement Obligations and the termination of the Revolving Credit Commitments hereunder.

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) and upon receipt of supporting statements, all reasonable fees costs and out-of-pocket expenses of counsel for the Administrative Agent Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Messrs. Xxxxxxx and Xxxxxx, special counsel to the Administrative Agent (such fees and expenses of such special counsel shall not exceed the amount previously agreed to by the Borrower and the fulfillment Administrative Agent); all reasonable costs and expenses of the Administrative Agent, the Banks and any other holder of any Note or attempted fulfillment any Reimbursement Obligation (including reasonable attorneys' fees) incurred while any Potential Default or Event of conditions precedent hereunderDefault shall have occurred and be continuing, (ii) all reasonable costs and expenses incurred by the Administrative Agent in connection with any consents or waivers hereunder or amendments hereto, and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage expenses (including reasonable attorneys' fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses), if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders Banks or any other holders of a Note or any Reimbursement Obligation in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes Notes, the other Loan Documents and the other instruments and documents to be delivered hereunder. The Borrower agrees to indemnify and save harmless the Banks and the Administrative Agent from any and all liabilities, losses, reasonable costs and expenses incurred by the Banks or the Administrative Agent in connection with any action, suit or proceeding brought against the Administrative Agent or any Bank by any Person which arises out of the transactions contemplated or financed hereby or by the Notes, or out of any action or inaction by the Administrative Agent or any Bank hereunder and or thereunder, including except for such thereof as is caused by the reasonable fees and out-of-pocket expenses gross negligence or willful misconduct of counselthe party indemnified. (b) If Without limiting the generality of the foregoing, the Borrower unconditionally agrees to forever indemnify, defend and hold harmless, the Agent and each Bank, and covenant not to xxx for any payment claim for contribution against, the Agent or any Bank for any damages, reasonable costs, loss or reasonable expense, including without limitation, response, remedial or removal costs, arising out of principal ofany of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property, (ii) the operation or violation of any Environmental Law, whether federal, state, or Conversion oflocal, and any Eurodollar Rate Advance regulations promulgated thereunder, by the Borrower or CAF Advance is any Subsidiary or otherwise occurring on or with respect to its Property, (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower made by herein or in any Borrower to loan agreement, promissory note, mortgage, deed of trust, security agreement or for the account of a Lender on any day other than the last day instrument or document evidencing or securing any indebtedness, obligations or liabilities of the Interest Period Borrower owing to the Agent or any Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Agent's or such AdvanceBank's willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all indebtedness, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration obligations and liabilities of the maturity of Borrower owing to the Advances Agent and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting Banks and the same in accordance with the provisions termination of this Agreement, such and shall remain in force beyond the payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Borrower shalland shall inure to the benefit of Agent and the Banks and their respective directors, upon demand by such Lender officers, employees, agents, and collateral trustees, and their successors and assigns. (withc) The provisions of this Section 10.8 shall survive payment of the Notes and Reimbursement Obligations and the termination of the Revolving Credit Commitments hereunder.

Costs and Expenses; Indemnity. (a) Each Borrower agrees The Grantors agree, jointly and severally, to pay on demand all fees of each Collateral Agent for its services under this Agreement in accordance with any fee letter and to reimburse each Collateral Agent, within fifteen (to 15) days of receiving an invoice for such fees for the extent not reimbursed reasonable expenses incurred (and set forth in reasonable detail together with reasonable evidence of the incurrence of such expenses) by any other Borrower) (i) the Collateral Agent, including all reasonable attorneys’ fees and out-compensation of agents, arising out of-pocket expenses of counsel for , or directly connected with, the Administrative Agent in connection with the preparation, execution and or delivery of this Agreement, the Notes and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all any Guarantee or any portion Security Document or any agreement or instrument contemplated thereby or the performance by such Collateral Agent of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent its obligations thereunder or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings or protection of the rights of such Collateral Agent and/or the Secured Parties under and in bankruptcy or insolvency proceedings, or otherwise) accordance with the terms and conditions of this AgreementAgreement or the seizure, repossession, sale, transfer or other disposition of any of the Notes Collateral in accordance with such terms and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counselconditions. (b) If any payment To the fullest extent permitted by applicable law, the Grantors will, jointly and severally, on demand, defend, indemnify and hold harmless each Collateral Agent and each of principal oftheir officers, directors, employees, agents and advisors (each, an Indemnified Person) from and against all Losses suffered or Conversion of, any Eurodollar Rate Advance or CAF Advance is made incurred by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same an Indemnified Person in accordance connection with the provisions of transactions contemplated under this Agreement, any Guarantee or any Security Document and whether or not caused or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person, except to the extent that such Borrower shallLosses are found in a final, upon demand nonappealable judgment by a court of competent jurisdiction to have resulted from such Lender Indemnified Person’s gross negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph (withb) applies, such indemnity will be effective whether or not such investigation, litigation or proceeding is brought by a Grantor or any of its equity holders or creditors or an Indemnified Person, whether or not an Indemnified Person is otherwise a party thereto.

Costs and Expenses; Indemnity. (a) Each Borrower of the Borrowers agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable and documented costs and expenses of the Agents, the Joint Lead Arrangers, each Issuing Bank and the Swingline Bank, in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents (including (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and out-of-pocket expenses and (B) the reasonable and documented fees and expenses of a single counsel for the Administrative Agent and Xxxxx Fargo in its capacity as an Issuing Bank, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Borrower or with other creditors of any Borrower or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto), it being agreed that the expenses incurred in 95 connection with the preparation, negotiation, execution and delivery of the Commitment Letter, this Agreement and the other Loan Documents on or before the Effective Date shall be subject to the limitations set forth in the Commitment Letter; and (ii) all reasonable and documented costs and expenses of each Agent, each Issuing Bank, the Swingline Bank and each Bank in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including the reasonable and documented fees and expenses of counsel for the Administrative Agent in connection with the preparationAgent, execution and delivery of this Agreementeach Issuing Bank, the Notes Swingline Bank and each Bank with respect thereto); provided that the other documents Borrowers shall only be obligated to be delivered hereunder and pay the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs fees and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of a single counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid Banks (as opposed to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent) unless, and to the CAF Advance Agent and extent that, such counsel reasonably determines that an irreconcilable conflict requires the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) engagement of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of additional counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (with

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and the Arranger in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents Financing Documents to be delivered hereunder and with respect to advising the fulfillment or attempted fulfillment of conditions precedent hereunderAdministrative Agent and the Arranger as to their respective rights and responsibilities under this Agreement, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates and the Arranger and their Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, including the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates and the Arranger and their Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by of the Administrative Agent, the CAF Advance Agent and the Arranger and the Lenders (including reasonable counsel fees and expenses and the allocated costs of in-house counsel), in connection with the enforcement (whether through negotiations, legal proceedings proceedings, in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents Financing Documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion Continuation of, any Eurodollar Rate Advance or CAF Advance is made by any either Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 2.10 or a Conversion Continuation pursuant to Section 2.13(f2.08(f) or Section 2.14 2.09 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 6.01 or due to any other reason attributable to such either Borrower, or if any either Borrower shall fail to make a borrowing of borrow, Continue or prepay any Eurodollar Rate Advances or CAF Advances after such Borrower has given a Advance on the date specified in any notice requesting delivered pursuant hereto, the same in accordance with the provisions of this Agreement, such applicable Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Continuation, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) If any payment of principal of any B/A Advance is made by either Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, due to acceleration of the maturity of the Advances pursuant to Section 6.01, or if either Borrower shall fail to borrow, Continue or prepay any B/A Advance on the date specified in any notice delivered pursuant hereto, the applicable Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. It is understood that a defeasance of B/A's under Section 2.10(a) shall not constitute a prepayment. (d) EACH OF BRCL, CANADIAN HUNTER AND PARENT AGREES TO INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND EACH LENDER AND THEIR RESPECTIVE RELATED PERSONS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL) WHICH MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNIFIED PARTY IN CONNECTION WITH OR ARISING OUT OF ANY INVESTIGATION, LITIGATION, OR PROCEEDING (WHETHER OR NOT SUCH INDEMNIFIED PARTY IS PARTY THERETO) RELATED TO ANY ACQUISITION OR PROPOSED ACQUISITION BY EITHER BORROWER, OR BY ANY SUBSIDIARY OF EITHER BORROWER, OF ALL OR ANY PORTION OF THE EQUITY INTERESTS IN, OR SUBSTANTIALLY ALL THE ASSETS OF, ANY PERSON OR ANY USE OR PROPOSED USE OF THE ADVANCES BY EITHER BORROWER (EXCLUDING ANY CLAIMS, DAMAGES, LIABILITIES OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY OR ANY OF ITS RELATED PERSONS, OR BY REASON OF ANY USE OR DISCLOSURE BY SUCH INDEMNIFIED PARTY OR ANY OF ITS RELATED PERSONS OF INFORMATION RELATING TO ANY SUCH ACQUISITION OR PROPOSED ACQUISITION OR ANY SUCH USE OR PROPOSED USE OF THE ADVANCES).

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and the Arranger in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents Financing Documents to be delivered hereunder and with respect to advising the fulfillment or attempted fulfillment of conditions precedent hereunderAdministrative Agent and the Arranger as to their respective rights and responsibilities under this Agreement, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates and the Arranger and their Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, including the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates and the Arranger and their Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by of the Administrative Agent, the CAF Advance Agent and the Arranger and the Lenders (including reasonable counsel fees and expenses and the allocated costs of in-house counsel), in connection with the enforcement (whether through negotiations, legal proceedings proceedings, in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents Financing Documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion Continuation of, any Eurodollar Rate Advance or CAF Advance is made by any the Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 2.10 or a Conversion Continuation pursuant to Section 2.13(f2.08(f) or Section 2.14 2.09 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 6.01 or due to any other reason attributable to such the Borrower, or if any the Borrower shall fail to make a borrowing of borrow, Continue or prepay any Eurodollar Rate Advances or CAF Advances after such Borrower has given a Advance on the date specified in any notice requesting delivered pursuant hereto, the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Continuation, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) If any payment of principal of any B/A Advance is made by the Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, due to acceleration of the maturity of the Advances pursuant to Section 6.01, or if the Borrower shall fail to borrow, Continue or prepay any B/A Advance on the date specified in any notice delivered pursuant hereto, the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. It is understood that a defeasance of B/A's under Section 2.10(a) shall not constitute a prepayment. (d) EACH OF THE BORROWER AND PARENT AGREES TO INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, THE ARRANGER AND EACH LENDER FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL) WHICH MAY BE INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT, THE ARRANGER OR SUCH LENDER IN CONNECTION WITH OR ARISING OUT OF ANY INVESTIGATION, LITIGATION, OR PROCEEDING (WHETHER OR NOT THE ADMINISTRATIVE AGENT, THE ARRANGER OR SUCH LENDER IS PARTY THERETO) RELATED TO ANY ACQUISITION OR PROPOSED ACQUISITION BY THE BORROWER, OR BY ANY SUBSIDIARY OF THE BORROWER, OF ALL OR ANY PORTION OF THE EQUITY INTERESTS IN, OR SUBSTANTIALLY ALL THE ASSETS OF, ANY PERSON OR ANY USE OR PROPOSED USE OF THE ADVANCES BY THE BORROWER (EXCLUDING ANY CLAIMS, DAMAGES, LIABILITIES OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY TO BE INDEMNIFIED OR ITS EMPLOYEES OR ADMINISTRATIVE AGENTS, OR BY REASON OF ANY USE OR DISCLOSURE OF INFORMATION RELATING TO ANY SUCH ACQUISITION OR USE OR PROPOSED USE OF THE PROCEEDS BY THE PARTY TO BE INDEMNIFIED OR ITS EMPLOYEES OR ADMINISTRATIVE AGENTS).

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and the Joint Lead Arrangers in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents Financing Documents to be delivered hereunder and with respect to advising the fulfillment or attempted fulfillment of conditions precedent hereunderAdministrative Agent and the Joint Lead Arrangers as to their respective rights and responsibilities under this Agreement, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates and the Joint Lead Arrangers and their respective Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, including the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates and the Joint Lead Arrangers and their respective Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by of the Administrative Agent, the CAF Advance Agent and the Joint Lead Arrangers and the Lenders (including reasonable counsel fees and expenses and the allocated costs of in-house counsel), in connection with the enforcement (whether through negotiations, legal proceedings proceedings, in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents Financing Documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal ofEACH OF BRCL, or Conversion ofCANADIAN HUNTER AND PARENT AGREES TO INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND EACH LENDER AND THEIR RESPECTIVE RELATED PERSONS (COLLECTIVELY, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such AdvanceTHE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(fDAMAGES, LIABILITIES AND EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such BorrowerTHAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNIFIED PARTY IN CONNECTION WITH OR ARISING OUT OF ANY INVESTIGATION, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this AgreementLITIGATION, such Borrower shallOR PROCEEDING (WHETHER OR NOT SUCH INDEMNIFIED PARTY IS PARTY THERETO) RELATED TO ANY ACQUISITION OR PROPOSED ACQUISITION BY ANY BORROWER, upon demand by such Lender OR BY ANY SUBSIDIARY OF ANY BORROWER, OF ALL OR ANY PORTION OF THE EQUITY INTERESTS IN, OR SUBSTANTIALLY ALL THE ASSETS OF, ANY PERSON OR ANY USE OR PROPOSED USE OF THE LOANS OR OTHER EXTENSIONS OF CREDIT BY ANY BORROWER (withEXCEPT TO THE EXTENT SUCH CLAIMS, DAMAGES, LIABILITIES OR EXPENSES RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY OR ANY OF ITS RELATED PERSONS OR FROM ANY USE OR DISCLOSURE BY SUCH INDEMNIFIED PARTY OR ANY OF ITS RELATED PERSONS OF INFORMATION RELATING TO ANY SUCH ACQUISITION OR PROPOSED ACQUISITION OR ANY SUCH USE OR PROPOSED USE OF THE LOANS).

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and the Arranger in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents Financing Documents to be delivered hereunder and with respect to advising the fulfillment or attempted fulfillment of conditions precedent hereunderAdministrative Agent and the Arranger as to their respective rights and responsibilities under this Agreement, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates and the Arranger and their Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, including the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates and the Arranger and their Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by of the Administrative Agent, the CAF Advance Agent and the Arranger and the Lenders (including reasonable counsel fees and expenses and the allocated costs of in-house counsel), in connection with the enforcement (whether through negotiations, legal proceedings proceedings, in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents Financing Documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion Continuation of, any Eurodollar Rate Advance or CAF Advance is made by any either Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 2.10 or a Conversion Continuation pursuant to Section 2.13(f2.08(f) or Section 2.14 2.09 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 6.01 or due to any other reason attributable to such either Borrower, or if any either Borrower shall fail to make a borrowing of borrow, Continue or prepay any Eurodollar Rate Advances or CAF Advances after such Borrower has given a Advance on the date specified in any notice requesting delivered pursuant hereto, the same in accordance with the provisions of this Agreement, such applicable Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Continuation, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) If any payment of principal of any B/A Advance is made by either Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, due to acceleration of the maturity of the Advances pursuant to Section 6.01, or if either Borrower shall fail to borrow, Continue or prepay any B/A Advance on the date specified in any notice delivered pursuant hereto, the applicable Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. It is understood that a defeasance of B/A's under Section 2.10(a) shall not constitute a prepayment. (d) EACH OF BRCL, CANADIAN HUNTER AND PARENT AGREES TO INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, THE ARRANGER AND EACH LENDER FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL) WHICH MAY BE INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT, THE ARRANGER OR SUCH LENDER IN CONNECTION WITH OR ARISING OUT OF ANY INVESTIGATION, LITIGATION, OR PROCEEDING (WHETHER OR NOT THE ADMINISTRATIVE AGENT, THE ARRANGER OR SUCH LENDER IS PARTY THERETO) RELATED TO ANY ACQUISITION OR PROPOSED ACQUISITION BY EITHER BORROWER, OR BY ANY SUBSIDIARY OF EITHER BORROWER, OF ALL OR ANY PORTION OF THE EQUITY INTERESTS IN, OR SUBSTANTIALLY ALL THE ASSETS OF, ANY PERSON OR ANY USE OR PROPOSED USE OF THE ADVANCES BY EITHER BORROWER (EXCLUDING ANY CLAIMS, DAMAGES, LIABILITIES OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY TO BE INDEMNIFIED OR ITS EMPLOYEES OR ADMINISTRATIVE AGENTS, OR BY REASON OF ANY USE OR DISCLOSURE OF INFORMATION RELATING TO ANY SUCH ACQUISITION OR USE OR PROPOSED USE OF THE PROCEEDS BY THE PARTY TO BE INDEMNIFIED OR ITS EMPLOYEES OR ADMINISTRATIVE AGENTS).

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all costs and expenses of Lender, including without limitation all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent attorneys' fees, in connection with the preparationenforcement or attempted enforcement of, execution and delivery preservation of any rights or interests under, this Agreement, the Notes and the assignment, sale or other documents to be delivered hereunder and the fulfillment or attempted fulfillment disposal of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunderLLC Collateral. (b) Borrower hereby agrees to indemnify Lender and any of its affiliates, and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, demands, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including, without limitation, the related reasonable attorneys' fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliatesattorneys' fees incurred pursuant to Xxxxxxx 00 Xxxxxx Xxxxxx Code, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if anywhich may be imposed on, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedingsby, or otherwise) asserted against any Indemnified Person, in any way relating to or arising out of this Agreement, the Notes and the other documents including in connection with any infringement or alleged infringement with respect to any LLC Collateral, or any action taken or omitted to be delivered taken by it hereunder (the "Indemnified Liabilities"); provided that Borrower shall not be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If and thereunderto the extent that the foregoing indemnification is for any reason held unenforceable, including Borrower agrees to make the reasonable fees maximum contribution to the payment and out-of-pocket expenses satisfaction of counseleach of the Indemnified Liabilities which is permissible under applicable law. (bc) If any payment of principal of, Any amounts payable to Lender under this Section 13 or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or otherwise under this Agreement if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, not paid upon demand by shall bear interest from the date of such Lender (withdemand until paid in full, at the rate of interest set forth in the Note.

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Conversion or failure to borrow, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) Each Borrower agrees to indemnify and hold harmless the Administrative Agent, the CAF Advance Agent and each Lender (to the extent not reimbursed by any other Borrower) from and against any and all claims, damages, liabilities and expenses (including, without limitation, fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent, the CAF Advance Agent or such Lender in connection with or arising out of any investigation, litigation, or proceeding (whether or not the Administrative Agent, the CAF 74 69 Advance Agent or such Lender is party thereto) related to any acquisition or proposed acquisition by the Company, or by any Subsidiary of the Company, of all or any portion of the stock or substantially all the assets of any Person or any use or proposed use of the Advances by any Borrower (excluding any claims, damages, liabilities or expenses incurred by reason of the gross negligence or willful misconduct of the party to be indemnified or its employees or agents, or by reason of any use or disclosure of information relating to any such acquisition or use or proposed use of the proceeds by the party to be indemnified or its employees or agents).

Costs and Expenses; Indemnity. (a) Each Borrower agrees The Borrowers agree to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket costs and expenses of counsel for incurred by the Administrative Banks, the Swing Line Lender and the Agent in connection with the preparation, execution negotiation, administration, filing and delivery recording of this Agreementany amendments, the Notes and the other documents to waivers or consents which may be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred requested by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunderBorrowers, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the preparation, negotiation, syndication, administration and enforcement (whether through negotiationsin the context of a civil action, legal proceedings in bankruptcy or insolvency proceedingsadversary proceeding, workout or otherwise) of this Agreement, the Notes other Loan Documents, and such other instruments and documents, including, without limitation, reasonable attorneys' fees actually incurred, audit charges (provided, that audit charges will be subject to a cap agreed to between the Agent and the other documents Borrowers prior to be delivered hereunder and thereunderthe audit being conducted), including the reasonable appraisal fees, search fees and filing fees and all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees) of counselthe Agent in connection with its duties as Agent under this Agreement, the Security Agreement and the other Loan Documents. The Borrowers also agree to pay on demand all reasonable attorneys' fees actually incurred, and any expenses, costs and charges relating thereto of the Agent if at any time or times hereafter the Agent employs counsel for advice with respect to this Agreement or the other Loan Documents, or to intervene, file a petition, answer, motion or other pleading in any suit or proceeding relating to this Agreement or any other Loan Document (including, without limitation, the interpretation or administration, or the amendment, waiver or consent with respect to any term, of this Agreement or the other Loan Documents) or to represent the Agent in any pending or threatened litigation with respect to the affairs of the Borrowers in any way relating to any of the Borrowers' obligations hereunder or to enforce any rights of the Agent or any Bank or the Swing Line Lender or liabilities of the Borrowers, any Person to whom either Borrower has made a Loan, or any Person which may be obligated to the Agent or the Banks or the Swing Line Lender by virtue of this Agreement or any other Loan Document, instrument or document now or hereafter delivered to the Agent or any Bank or the Swing Line Lender by or for the benefit of the Borrowers. The Borrowers agree to be responsible for payment of the amounts referred to in this Section 10.6(a) whether or not any Revolving Credit Loans, Swing Line Loans or Term Loans are made hereunder. (b) If The Borrowers further agree to indemnify and save harmless each Bank, the Swing Line Lender and the Agent and each of their respective officers, directors, employees, agents and Affiliates (each an "Indemnified Party" and collectively the "Indemnified Parties") from and against any payment and all actions, causes of principal action, suits, losses, liabilities and damages and expenses (including, without limitation, reasonable attorneys' fees actually incurred) in connection therewith (herein called the "Indemnified Liabilities") incurred by any Indemnified Party as a result of, or Conversion ofarising out of or relating to any of the transactions contemplated hereby or by the other Loan Documents or relating to the use of any proceeds of the loans made hereunder or any of the other Loan Documents, except for any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the Indemnified Liabilities arising on account of a Lender on any day other than the last day gross negligence or willful misconduct of the Interest Period Indemnified Party seeking indemnity under this Section 10.6(b); provided, however, that, if and to the extent such agreement to indemnify may be unenforceable for such Advanceany reason, as a result the Borrowers shall make the maximum contribution to the payment and satisfaction of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration each of the maturity Indemnified Liabilities which shall be permissible under applicable law. The agreements in this Section 10.6(b) shall survive the payment of the Advances Revolving Credit Notes, the Swing Line Notes and the Term Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrowerand related obligations and the termination of the Revolving Credit Commitment, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withSwing Line Commitment and Term Loan Commitment.

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and with respect to advising the fulfillment or attempted fulfillment of conditions precedent hereunderAdministrative Agent as to its rights and responsibilities under this Agreement, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, including the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by of the Administrative Agent, the CAF Advance Agent and the Lenders (including reasonable counsel fees and expenses and the allocated costs of in-house counsel), in connection with the enforcement (whether through negotiations, legal proceedings proceedings, in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any the Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 2.10 or a Conversion pursuant to Section 2.13(f2.08(f) or Section 2.14 2.09 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 6.01 or due to any other reason attributable to such the Borrower, or if any the Borrower shall fail to make a borrowing of borrow, convert, continue or prepay any Eurodollar Rate Advances or CAF Advances after such Borrower has given a Advance on the date specified in any notice requesting delivered pursuant hereto, the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, THE ARRANGER AND EACH LENDER FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL) WHICH MAY BE INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT, THE ARRANGER OR SUCH LENDER IN CONNECTION WITH OR ARISING OUT OF ANY INVESTIGATION, LITIGATION, OR PROCEEDING (WHETHER OR NOT THE ADMINISTRATIVE AGENT, THE ARRANGER OR SUCH LENDER IS PARTY THERETO) RELATED TO ANY ACQUISITION OR PROPOSED ACQUISITION BY THE BORROWER, OR BY ANY SUBSIDIARY OF THE BORROWER, OF ALL OR ANY PORTION OF THE EQUITY INTERESTS IN, OR SUBSTANTIALLY ALL THE ASSETS OF, ANY PERSON OR ANY USE OR PROPOSED USE OF THE ADVANCES BY THE BORROWER (EXCLUDING ANY CLAIMS, DAMAGES, LIABILITIES OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY TO BE INDEMNIFIED OR ITS EMPLOYEES OR ADMINISTRATIVE AGENTS, OR BY REASON OF ANY USE OR DISCLOSURE OF INFORMATION RELATING TO ANY SUCH ACQUISITION OR USE OR PROPOSED USE OF THE PROCEEDS BY THE PARTY TO BE INDEMNIFIED OR ITS EMPLOYEES OR ADMINISTRATIVE AGENTS).

Costs and Expenses; Indemnity. (a) Each Borrower jointly and severally agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) and upon receipt of supporting statements, all reasonable fees costs and out-of-pocket expenses of counsel for the Administrative Agent Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Messrs. Xxxxxxx and Xxxxxx, special counsel to the Administrative Agent (such fees and expenses of such special counsel shall not exceed the amount previously agreed to by Chemical and the fulfillment Administrative Agent); all reasonable costs and expenses of the Administrative Agent, the Banks and any other holder of any Note or attempted fulfillment any Reimbursement Obligation (including reasonable attorneys' fees) incurred while any Potential Default or Event of conditions precedent hereunderDefault shall have occurred and be continuing, (ii) all reasonable costs and expenses incurred by the Administrative Agent in connection with any consents or waivers hereunder or amendments hereto, and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage expenses (including reasonable attorneys' fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses), if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders Banks or any other holders of a Note or any Reimbursement Obligation in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, Agreement or the Notes and the other instruments and documents to be delivered hereunder. Each Borrower jointly and severally agrees to indemnify and save harmless the Banks and the Administrative Agent from any and all liabilities, losses, reasonable costs and expenses incurred by the Banks or the Administrative Agent in connection with any action, suit or proceeding brought against the Administrative Agent or any Bank by any Person which arises out of the transactions contemplated or financed hereby or by the Notes, or out of any action or inaction by the Administrative Agent or any Bank hereunder and or thereunder, including except for such thereof as is caused by the reasonable fees and out-of-pocket expenses gross negligence or willful misconduct of counselthe party indemnified. (b) If Without limiting the generality of the foregoing, the Borrowers jointly and severally unconditionally agree to forever indemnify, defend and hold harmless, the Agent and each Bank, and covenant not to xxx for any payment claim for contribution against, the Agent or any Bank for any damages, reasonable costs, loss or reasonable expense, including without limitation, response, remedial or removal costs, arising out of principal ofany of the following: (i) any presence, release, threatened release or Conversion of, disposal of any Eurodollar Rate Advance hazardous or CAF Advance is made toxic substance or petroleum by any Borrower or any Subsidiary or otherwise occurring on or with respect to its Property, (ii) the operation or violation of any Environmental Law, whether federal, state, or local, and any regulations promulgated thereunder, by any Borrower or any Subsidiary or otherwise occurring on or with respect to its Property, (iii) any claim for personal injury or property damage in connection with any Borrower or any Subsidiary or otherwise occurring on or with respect to its Property, and (iv) the account inaccuracy or breach of a Lender on any day environmental representation, warranty or covenant by any Borrower made herein or in any loan agreement, promissory note, mortgage, deed of trust, security agreement or any other than instrument or document evidencing or securing any indebtedness, obligations or liabilities of any Borrower owing to the last day Agent or any Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Agent's or such Bank's willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all indebtedness, obligations and liabilities of the Interest Period for such Advance, as a result of a prepayment pursuant Borrowers owing to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances Agent and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting Banks and the same in accordance with the provisions termination of this Agreement, such and shall remain in force beyond the payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of each Borrower shalland shall inure to the benefit of Agent and the Banks and their respective directors, upon demand by such Lender officers, employees, agents, and collateral trustees, and their successors and assigns. (withc) The provisions of this Section 11.8 shall survive payment of the Notes and Reimbursement Obligations and the termination of the Revolving Credit Commitments hereunder.

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and with respect to advising the fulfillment or attempted fulfillment of conditions precedent hereunderAdministrative Agent as to its rights and responsibilities under this Agreement, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, including the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by of the Administrative Agent, the CAF Advance Agent and the Lenders (including reasonable counsel fees and expenses and the allocated costs of in-house counsel), in connection with the enforcement (whether through negotiations, legal proceedings proceedings, in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any the Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 2.10 or a Conversion pursuant to Section 2.13(f2.08(f) or Section 2.14 2.09 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 6.01 or due to any other reason attributable to such the Borrower, or if any the Borrower shall fail to make a borrowing of borrow, convert, continue or prepay any Eurodollar Rate Advances or CAF Advances after such Borrower has given a Advance on the date specified in any notice requesting delivered pursuant hereto, the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, THE ARRANGER AND EACH LENDER FROM 51 AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL) WHICH MAY BE INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT, THE ARRANGER OR SUCH LENDER IN CONNECTION WITH OR ARISING OUT OF ANY INVESTIGATION, LITIGATION, OR PROCEEDING (WHETHER OR NOT THE ADMINISTRATIVE AGENT, THE ARRANGER OR SUCH LENDER IS PARTY THERETO) RELATED TO ANY ACQUISITION OR PROPOSED ACQUISITION BY THE BORROWER, OR BY ANY SUBSIDIARY OF THE BORROWER, OF ALL OR ANY PORTION OF THE EQUITY INTERESTS IN, OR SUBSTANTIALLY ALL THE ASSETS OF, ANY PERSON OR ANY USE OR PROPOSED USE OF THE ADVANCES BY THE BORROWER (EXCLUDING ANY CLAIMS, DAMAGES, LIABILITIES OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY TO BE INDEMNIFIED OR ITS EMPLOYEES OR ADMINISTRATIVE AGENTS, OR BY REASON OF ANY USE OR DISCLOSURE OF INFORMATION RELATING TO ANY SUCH ACQUISITION OR USE OR PROPOSED USE OF THE PROCEEDS BY THE PARTY TO BE INDEMNIFIED OR ITS EMPLOYEES OR ADMINISTRATIVE AGENTS).

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably 72 67 incur as a result of such payment, Conversion or failure to borrow, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) Each Borrower agrees to indemnify and hold harmless the Administrative Agent, the CAF Advance Agent and each Lender (to the extent not reimbursed by any other Borrower) from and against any and all claims, damages, liabilities and expenses (including, without limitation, fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent, the CAF Advance Agent or such Lender in connection with or arising out of any investigation, litigation, or proceeding (whether or not the Administrative Agent, the CAF Advance Agent or such Lender is party thereto) related to any acquisition or proposed acquisition by the Company, or by any Subsidiary of the Company, of all or any portion of the stock or substantially all the assets of any Person or any use or proposed use of the Advances by any Borrower (excluding any claims, damages, liabilities or expenses incurred by reason of the gross negligence or willful misconduct of the party to be indemnified or its employees or agents, or by reason of any use or disclosure of information relating to any such acquisition or use or proposed use of the proceeds by the party to be indemnified or its employees or agents).

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket costs and expenses of counsel for incurred by the Administrative Banks, the Swing Line Lender and the Agent in connection with the preparation, execution administration, filing and delivery recording of this Agreementany amendments, the Notes and the other documents to waivers or consents which may be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred requested by the Administrative Agent and its Affiliates in initially syndicating Borrower, all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-out- of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the preparation, administration and enforcement (whether through negotiationsin the context of a civil action, legal proceedings in bankruptcy or insolvency proceedingsadversary proceeding, workout or otherwise) of this Agreement, the Notes other Loan Documents, and such other instruments and documents, including, without limitation, reasonable attorneys' fees actually incurred, audit charges (provided, that audit charges will be subject to a cap agreed to between the --------- ---- Agent and the other documents Borrower prior to be delivered hereunder and thereunderthe audit being conducted), including the reasonable appraisal fees, search fees and filing fees and all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees) of counselthe Agent in connection with its duties as Agent under this Agreement, the Borrower Security Agreement, the Guaranty and Security Agreement and the other Loan Documents. The Borrower also agrees to pay on demand all reasonable attorneys' fees actually incurred, and any expenses, costs and charges relating thereto of the Agent if at any time or times hereafter the Agent employs counsel for advice with respect to this Agreement or the other Loan Documents, or to intervene, file a petition, answer, motion or other pleading in any suit or proceeding relating to this Agreement or any other Loan Document (including, without limitation, the interpretation or administration, or the amendment, waiver or consent with respect to any term, of this Agreement or the other Loan Documents) or to represent the Agent in any pending or threatened litigation with respect to the affairs of the Borrower in any way relating to any of the Borrower's obligations hereunder or to enforce any rights of the Agent or any Bank or the Swing Line Lender or liabilities of the Borrower, any Person to whom the Borrower has made a Loan, or any Person which may be obligated to the Agent or the Banks or the Swing Line Lender by virtue of this Agreement or any other Loan Document, instrument or document now or hereafter delivered to the Agent or any Bank or the Swing Line Lender by or for the benefit of the Borrower. The Borrower agrees to be responsible for payment of the amounts referred to in this Section 10.6(a) whether or not any Revolving Credit Loans, Swing Line Loans or Term Loans are made hereunder. (b) If The Borrower further agrees to indemnify and save harmless each Bank, the Swing Line Lender and the Agent and each of their respective officers, directors, employees, agents and Affiliates (each an "Indemnified Party" and collectively the "Indemnified Parties") from and against any payment and all actions, causes of principal action, suits, losses, liabilities and damages and expenses (including, without limitation, reasonable attorney's fees actually incurred) in connection therewith (herein called the "Indemnified Liabilities") incurred by any Indemnified Party as a result of, or Conversion ofarising out of or relating to any of the transactions contemplated hereby or by the other Loan Documents, except for any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the Indemnified Liabilities arising on account of a Lender on any day other than the last day gross negligence or willful misconduct of the Interest Period Indemnified Party seeking indemnity under this Section 10.6(b); provided, however, that, if and to the -------- ------- extent such agreement to indemnify may be unenforceable for such Advanceany reason, as a result the Borrower shall make the maximum contribution to the payment and satisfaction of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration each of the maturity Indemnified Liabilities which shall be permissible under applicable law. The agreements in this Section 10.6(b) shall survive the payment of the Advances Revolving Credit Notes, the Swing Line Note and the Term Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrowerand related obligations and the termination of the Revolving Credit Commitment, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withSwing Line Commitment and Term Loan Commitment.

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees costs and out-of-pocket expenses of counsel for the Administrative Agent MSB in connection with the preparation, execution execution, delivery, administration, modification and delivery of this Agreementamendment of, the Notes and the or any consent or waiver under, any L/C Related Document (other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable than costs and expenses incurred relating to any hedging arrangement entered into by MSB in connection with any L/C Related Document), and all costs and expenses of MSB in connection with the Administrative Agent and its Affiliates enforcement of any L/C Related Document, whether in initially syndicating all any action, suit or litigation, or any portion of the Commitments hereunderbankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection MSB with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counselrespect thereto). (b) If The Borrower shall indemnify and hold harmless MSB and each of its affiliates and each of their respective officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), that may be incurred by or asserted or awarded against any Indemnified Party (including, without limitation, in connection with any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case arising out of or in connection with or by reason of: (i) any L/C Related Document or the enforcement of any L/C Related Document, (ii) the issuance or amendment of any Letter of Credit, (iii) any payment or action taken or omitted to be taken in connection with any Letter of principal ofCredit (including any action or proceeding seeking (A) to restrain any drawing under such Letter of Credit, (B) to compel or restrain the payment of any amount or the taking of any other action under such Letter of Credit, (C) to compel or restrain the taking of any action under any L/C Related Document, or Conversion of(D) to obtain similar relief (including by way of interpleader, declaratory judgment, attachment, or otherwise), regardless of who is the prevailing party in any Eurodollar Rate Advance such action or CAF Advance proceeding), and (iv) any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority or any other cause beyond the Indemnified Party’s control or the transactions contemplated hereby or thereby or any actual or proposed use of any Letter of Credit, except to the extent such claim, damage, loss, liability or expense (i) is made found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s gross negligence or willful misconduct or (ii) relates to any Borrower to breakage costs, termination payments or for the account of a Lender on similar amounts due under any day hedging arrangement entered into by MSB in connection with any L/C Related Document, other than the last day of the Interest Period for such Advancebreakage costs, termination payments or similar amounts due as a result of a prepayment pursuant Default under, or other breach of, any L/C Related Document by the Borrower. In the case of an investigation, litigation or proceeding to Section 2.15 which the indemnity in this paragraph applies, such indemnity shall be effective, whether or a Conversion pursuant to Section 2.13(f) not such investigation, litigation or Section 2.14 proceeding is brought by the Borrower, its directors, security holders or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 creditors, an Indemnified Party or due to any other reason attributable person, or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. (c) No Indemnified Party shall have any liability (whether in contract, tort or otherwise) to such the Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances its security holders or CAF Advances after such Borrower has given a notice requesting the same creditors for or in accordance connection with the provisions transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of this Agreementcompetent jurisdiction to have resulted primarily from such Indemnified Party’s gross negligence or willful misconduct. In no event, such Borrower shallhowever, upon demand by such Lender shall any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages (withincluding, without limitation, any loss of profits, business or anticipated savings).

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket costs and expenses of counsel for incurred by the Administrative Banks, the Swing Line Lender, the Agent and the Documentation Agent in connection with the preparation, execution administration, filing and delivery recording of this Agreementany amendments, the Notes and the other documents to waivers or consents which may be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunderrequested by Borrower, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the preparation, administration and enforcement (whether through negotiationsin the context of a civil action, legal proceedings in bankruptcy or insolvency proceedingsadversary proceeding, workout or otherwise) of this Agreement, the Notes other Loan Documents, and the such other documents to be delivered hereunder instruments and thereunderdocuments, including the including, without limitation, reasonable attorneys' fees actually incurred, audit charges, appraisal fees, search fees and filing fees and all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees) of counselthe Agent in connection with its duties as Agent under this Agreement, the Borrower Security Agreement and the other Loan Documents. Borrower also agrees to pay on demand all reasonable attorneys' fees actually incurred, and any expenses, costs and charges relating thereto of the Agent if at any time or times hereafter the Agent employs counsel for advice with respect to this Agreement or the other Loan Documents, or to intervene, file a petition, answer, motion or other pleading in any suit or proceeding relating to this Agreement or any other Loan Document (including, without limitation, the interpretation or administration, or the amendment, waiver or consent with respect to any term, of this Agreement or the other Loan Documents) or to represent the Agent in any pending or threatened litigation with respect to the affairs of Borrower in any way relating to any the Borrower's obligations hereunder or to enforce any rights of the Agent, the Documentation Agent or any Bank or the Swing Line Lender or liabilities of Borrower, any Person to whom Borrower has made a Loan, or any Person which may be obligated to the Agent or the Banks or the Swing Line Lender by virtue of this Agreement or any other Loan Document, instrument or document now or hereafter delivered to the Agent, the Documentation Agent or any Bank or the Swing Line Lender by or for the benefit of Borrower. Borrower agrees to be responsible for payment of the amounts referred to in this Section 10.6 whether or not any Revolving Credit Loans, Swing Line Loans or Term Loans are made hereunder. (b) If Borrower further agrees to indemnify and save harmless each Bank, the Swing Line Lender, the Agent and the Documentation Agent and each of their respective officers, directors, employees, agents and Affiliates (each an "Indemnified Party" and collectively the "Indemnified Parties") from and against any payment and all actions, causes of principal action, suits, losses, liabilities and damages and expenses (including, without limitation, reasonable attorney's fees actually incurred) in connection therewith (herein called the "Indemnified Liabilities") incurred by any Indemnified Party as a result of, or Conversion ofarising out of or relating to any of the transactions contemplated hereby or by the other Loan Documents, except for any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the Indemnified Liabilities arising on account of a Lender on any day other than the last day gross negligence or willful misconduct of the Interest Period Indemnified Party seeking indemnity under this Section 10.6(b); provided, however, that, -------- ------- if and to the extent such agreement to indemnify may be unenforceable for such Advanceany reason, as a result Borrower shall make the maximum contribution to the payment and satisfaction of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration each of the maturity Indemnified Liabilities which shall be permissible under applicable law. The agreements in this Section 10.6 shall survive the payment of the Advances Revolving Credit Notes, the Swing Line Note and the Term Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrowerand related obligations and the termination of the Revolving Credit Commitment, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withSwing Line Commitment and Term Loan Commitment.

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all costs and expenses of Lender, including without limitation all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent attorneys' fees, in connection with the preparationenforcement or attempted enforcement of, execution and delivery preservation of any rights or interests under, this Agreement, the Notes and the assignment, sale or other documents to be delivered hereunder and the fulfillment or attempted fulfillment disposal of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunderIntellectual Property Collateral. (b) Borrower hereby agrees to indemnify Lender and any of its affiliates, and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including, without limitation, the related reasonable attorneys' fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliatesattorneys' fees incurred pursuant to Xxxxxxx 00 Xxxxxx Xxxxxx Code, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if anywhich may be imposed on, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedingsby, or otherwise) asserted against any Indemnified Person, in any way relating to or arising out of this Agreement, the Notes and the other documents including in connection with any infringement or alleged infringement with respect to any Intellectual Property Collateral, or any action taken or omitted to be delivered taken by it hereunder (the "Indemnified Liabilities"); PROVIDED that Borrower shall not be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If and thereunderto the extent that the foregoing indemnification is for any reason held unenforceable, including Borrower agrees to make the reasonable fees maximum contribution to the payment and out-of-pocket expenses satisfaction of counseleach of the Indemnified Liabilities which is permissible under applicable law. (bc) If any payment of principal of, Any amounts payable to Lender under this Section 11 or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or otherwise under this Agreement if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, not paid upon demand by shall bear interest from the date of such Lender (withdemand until paid in full, at the rate of interest set forth in the Note.

Costs and Expenses; Indemnity. (a) Each Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Conversion or failure to borrow, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) Each Borrower agrees to indemnify and hold harmless the Administrative Agent, the CAF Advance Agent and each Lender (to the extent not reimbursed by any other Borrower) from and against any and all claims, damages, liabilities and expenses (including, without limitation, fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent, the CAF Advance Agent or such Lender in connection with or arising out of any investigation, litigation, or proceeding (whether or not the Administrative Agent, the CAF 73 69 Advance Agent or such Lender is party thereto) related to any acquisition or proposed acquisition by the Company, or by any Subsidiary of the Company, of all or any portion of the stock or substantially all the assets of any Person or any use or proposed use of the Advances by any Borrower (excluding any claims, damages, liabilities or expenses incurred by reason of the gross negligence or willful misconduct of the party to be indemnified or its employees or agents, or by reason of any use or disclosure of information relating to any such acquisition or use or proposed use of the proceeds by the party to be indemnified or its employees or agents).

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and with respect to advising the fulfillment or attempted fulfillment of conditions precedent hereunderAdministrative Agent as to its rights and responsibilities under this Agreement, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, including the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate syndicate, if any, and (iii) all out-of-pocket costs and expenses, if any, incurred by of the Administrative Agent, the CAF Advance Agent and the Lenders (including reasonable counsel fees and expenses and the allocated costs of in-house counsel), in connection with the enforcement (whether through negotiations, legal proceedings proceedings, in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any the Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 2.10 or a Conversion pursuant to Section 2.13(f2.08(f) or Section 2.14 2.09 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 6.01 or due to any other reason attributable to such the Borrower, or if any the Borrower shall fail to make a borrowing of borrow, convert, continue or prepay any Eurodollar Rate Advances or CAF Advances after such Borrower has given a Advance on the date specified in any notice requesting delivered pursuant hereto, the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, THE ARRANGER AND EACH LENDER FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL) WHICH MAY BE INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT, THE ARRANGER OR SUCH LENDER IN CONNECTION WITH OR ARISING OUT OF ANY INVESTIGATION, LITIGATION, OR PROCEEDING (WHETHER OR NOT THE ADMINISTRATIVE AGENT, THE ARRANGER OR SUCH LENDER IS PARTY THERETO) RELATED TO THE ACQUISITION OR ANY OTHER ACQUISITION OR PROPOSED ACQUISITION BY THE BORROWER, OR BY ANY SUBSIDIARY OF THE BORROWER, OF ALL OR ANY PORTION OF THE EQUITY INTERESTS IN, OR SUBSTANTIALLY ALL THE ASSETS OF, ANY PERSON OR ANY USE OR PROPOSED USE OF THE ADVANCES BY THE BORROWER (EXCLUDING ANY CLAIMS, DAMAGES, LIABILITIES OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY TO BE INDEMNIFIED OR ITS EMPLOYEES OR ADMINISTRATIVE AGENTS, OR BY REASON OF ANY USE OR DISCLOSURE OF INFORMATION RELATING TO ANY SUCH ACQUISITION OR USE OR PROPOSED USE OF THE PROCEEDS BY THE PARTY TO BE INDEMNIFIED OR ITS EMPLOYEES OR ADMINISTRATIVE AGENTS).

Costs and Expenses; Indemnity. (a) Each Borrower agrees to The Bidder shall pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees out-of-pocket expenses incurred by the Administrative Agent, the CNMV Guarantee Providers and their respective Affiliates, including the reasonable fees, charges and disbursements of one firm of outside counsel for the foregoing (and, if deemed reasonably necessary by such Persons, one firm of regulatory counsel and/or one firm of local counsel in each appropriate jurisdiction), in connection with the arrangement and syndication of the credit facility provided for herein, including the as the preparation, execution, delivery and administration of this Agreement or any amendments, modifications or waivers (to the extent such amendments, modifications or waivers are contemplated by this Agreement or requested by the Bidder) of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution administration (other than routine administrative procedures and delivery excluding costs and expenses relating to assignments and participations of Lenders) of this Agreement, the Notes Agreement and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (iiiii) all reasonable costs and out-of-pocket expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion CNMV Guarantee Provider, including the fees, charges and disbursements of any counsel for any of the Commitments foregoing, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Clause, or in connection with the CNMV Guarantees issued hereunder, including, without limitation, the related including all such reasonable fees and out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of counsel for such CNMV Guarantees. The Bidder shall indemnify the Administrative Agent or its Affiliatesand the CNMV Guarantee Providers and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) within 3 Business Days of demand, travel expensesagainst, duplication and printing costs hold each Indemnitee harmless from, any and courier all losses, claims, damages, liabilities and postage expenses reasonably related thereto, including reasonable fees, charges and excluding any syndication fees paid to other parties joining the syndicate and disbursements of one firm of outside counsel for Indemnitees (iii) all out-of-pocket costs and expensesand, if any, incurred deemed reasonably necessary by the Administrative Agent, one firm of regulatory counsel and/or one firm of local counsel in each appropriate jurisdiction, and, in the CAF Advance case of an actual or perceived conflict of interest for any Indemnitee, one firm of counsel (and, if deemed reasonably necessary by such Indemnitee, one firm of regulatory and/or one firm of local counsel in each appropriate jurisdiction) for such Indemnitee), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the preparation, execution, delivery and (in the case of the Administrative Agent and its Related Parties only) administration of this Agreement or any other agreement or instrument contemplated hereby, the Lenders CNMV Guarantee or the use of the proceeds thereof, or the consummation of the transactions contemplated hereby or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by the Bidder or any of its Affiliates, equity holders, creditors, securityholders or any other Person); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or a material breach, including any such breach in bad faith, of the agreements by such Indemnitee set forth in this Agreement or (B) result from any claim, litigation, investigation or proceeding that does not involve an act or omission of the Bidder, the Guarantor or any of their respective Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any claim, litigation, investigation or proceeding brought by an Indemnitee against the Administrative Agent in its capacity or in fulfilling its role as an agent or any other similar role hereunder). No Indemnitee shall be liable for any damages arising from the use of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the gross negligence or willful misconduct of such Indemnitee, and no party hereto shall be liable for any indirect or consequential damages in connection with the enforcement (whether through negotiationsCNMV Guarantees, legal proceedings this Agreement or its activities related thereto; provided that nothing contained in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, sentence will limit the Notes Bidder’s indemnity and the other documents reimbursement obligations set forth in this Clause 9. This paragraph shall not apply with respect to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day taxes other than the last day of the Interest Period for such Advanceany taxes that represent losses, as a result of a prepayment pursuant to Section 2.15 claims or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to damages arising from any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withnon-tax claim.

Costs and Expenses; Indemnity. (a) Each Borrower agrees Whether or not any Advances are made or the transactions contemplated by this Agreement are consummated (including, without limitation, the proposed execution and delivery of the other Loan Documents), the Borrowers agree, jointly and severally, to pay on demand (all reasonable costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents and the other documents to the extent not reimbursed by any other Borrower) be delivered hereunder, including, without limitation, (i) all due diligence, transportation, computer, duplication, appraisal, audit and insurance expenses and fees and expenses of consultants engaged with the prior consent of the Borrowers (which consent shall not be unreasonably withheld) and (ii) the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with respect thereto and for advising the preparation, execution Agent as to its rights and delivery of responsibilities under this Agreement. The Borrowers further agree, the Notes jointly and the other documents severally, to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) pay on demand all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunderAgent, the Swap Provider and the Lenders (including, without limitation, the related reasonable counsel fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by including such counsel who are employees of the Administrative AgentLenders, the CAF Advance Agent Swap Provider and the Lenders in connection with Agent), for the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes Loan Documents and the other documents to be delivered hereunder and thereunderhereunder, including the including, without limitation, reasonable counsel fees and out-of-pocket expenses for the enforcement of counselrights under this Section 10.03(a). (b) The Borrowers agree, jointly and severally, to indemnify and hold harmless the Agent and each Lenders and each of their respective Affiliates, control persons, officers, directors, employees and agents (each an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) for which any of them may become liable or which may be incurred by or asserted against any of them in connection with or by reason of (or in connection with the preparation for a defense of) any investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising out of, related to or in connection with the transactions described herein or the use of proceeds of any Advance, whether or not any Indemnified Party or a Borrower is a party thereto, whether or not the transactions contemplated hereby are consummated and whether or not any such claim, investigation, litigation or proceeding is brought by a Borrower or any other person (excluding any claims, damages, liabilities or expenses found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct). (c) If any payment of principal of, or Conversion of, of any Eurodollar Rate Advance or CAF Advance Borrowing is made by any Borrower the Borrowers to or for the account of a Lender on any day other than on the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Borrowing for any reason other than in accordance with Section 2.15 or a Conversion pursuant to Section 2.13(f2.07(c) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes Note pursuant to Section 7.1 or due to any other reason attributable to such Borrower8.01, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower Borrowers shall, upon demand by such Lender (withwith a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) The indemnities provided in this Section 10.03 shall survive the repayment of the Advances and the termination of this Agreement.

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and with respect to advising the fulfillment or attempted fulfillment of conditions precedent hereunderAgent as to its rights and responsibilities under this Agreement, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by of the Administrative Agent, the CAF Advance Agent and the Lenders (including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings proceedings, in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any the Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 2.10 or a Conversion pursuant to Section 2.13(f2.08(f) or Section 2.14 2.09 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 6.01 or due to any other reason attributable to such the Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Borrower agrees to indemnify and hold harmless the Agent, the Arranger and each Lender from and against any and all claims, damages, liabilities and expenses (including, without limitation, fees and disbursements of counsel) which may be incurred by or asserted against the Agent, the Arranger or such Lender in connection with or arising out of any investigation, litigation, or proceeding (whether or not the Agent, the Arranger or such Lender is party thereto) related to any acquisition or proposed acquisition by the Borrower, or by any Subsidiary of the Borrower, of all or any portion of the stock or substantially all the assets of any Person or any use or proposed use of the Advances by the Borrower (excluding any claims, damages, liabilities or expenses incurred by reason of the gross negligence or willful misconduct of the party to be indemnified or its employees or agents, or by reason of any use or disclosure of information relating to any such acquisition or use or proposed use of the proceeds by the party to be indemnified or its employees or agents).

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and with respect to advising the fulfillment or attempted fulfillment of conditions precedent hereunderAdministrative Agent as to its rights and responsibilities under this Agreement, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, including the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by of the Administrative Agent, the CAF Advance Agent and the Lenders (including reasonable counsel fees and expenses and the allocated costs of in-house counsel), in connection with the enforcement (whether through negotiations, legal proceedings proceedings, in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any the Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 2.10 or a Conversion pursuant to Section 2.13(f2.08(f) or Section 2.14 2.09 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 6.01 or due to any other reason attributable to such the Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional

Costs and Expenses; Indemnity. (a) Each Borrower Xxxxxx agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all of Secured Party's reasonable fees costs and out-of-pocket expenses of counsel for the Administrative Agent expenses, including reasonable attorneys' fees, in connection with the preparationenforcement or attempted enforcement of, execution and delivery preservation of any rights or interests under, this Agreement, the Notes and the assignment, sale or other documents to be delivered hereunder and the fulfillment or attempted fulfillment disposal of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunderIntellectual Property Collateral. (b) Debtor hereby agrees to indemnify Secured Party, any affiliate thereof, and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including, without limitation, the related reasonable attorneys' fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliatesattorneys' fees incurred pursuant to 11 U.S.C., travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if anywhich may be imposed on, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedingsby, or otherwise) asserted against any Indemnified Person, relating to or arising out of this Agreement, the Notes and the other documents including in connection with any infringement or alleged infringement with respect to any Intellectual Property Collateral, or any action taken or omitted to be delivered taken by it hereunder (the "Indemnified Liabilities"); provided that Debtor shall not be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If and thereunderto the extent that the foregoing indemnification is for any reason held unenforceable, including Xxxxxx agrees to make the reasonable fees maximum contribution to the payment and out-of-pocket expenses satisfaction of counseleach of the Indemnified Liabilities which is permissible under applicable law. (bc) If any payment of principal of, Any amounts payable to Secured Party under this Section 11 or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or otherwise under this Agreement if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, not paid upon demand by shall bear interest from the date of such Lender (withdemand until paid in full, at the rate of interest set forth in the Note.

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) and upon receipt of supporting statements, all reasonable fees costs and out-of-pocket expenses of counsel for the Administrative Agent DIP Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Messrs. Xxxxxxx and Xxxxxx, special counsel to the fulfillment DIP Agent, Xxxxxxx and Cutler's local counsel and FTI Consulting, Inc.; all reasonable costs and expenses of the DIP Agent, the Banks and any other holder of any Note or attempted fulfillment any Reimbursement Obligation (including reasonable attorneys' fees and fees of conditions precedent hereunderthe DIP Agent's financial advisors) incurred while any Potential Default or Event of Default shall have occurred and be continuing, (ii) all reasonable costs and expenses incurred by the Administrative DIP Agent in connection with any consents or waivers hereunder or amendments hereto, and its Affiliates in initially syndicating all or any portion reasonable costs and expenses (including reasonable attorneys' fees and fees of the Commitments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expensesDIP Agent's financial advisors), if any, incurred by the Administrative DIP Agent, the CAF Advance Agent and the Lenders Banks or any other holders of a Note or any Reimbursement Obligation in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes Notes, the other Loan Documents and the other instruments and documents to be delivered hereunder. The Borrower agrees to indemnify and save harmless the Banks and the DIP Agent from any and all liabilities, losses, reasonable costs and expenses incurred by the Banks or the DIP Agent in connection with any action, suit or proceeding brought against the DIP Agent or any Bank by any Person which arises out of the transactions contemplated or financed hereby or by the Notes, or out of any action or inaction by the DIP Agent or any Bank hereunder and or thereunder, including except for such thereof as is caused by the reasonable fees and out-of-pocket expenses gross negligence or willful misconduct of counselthe party indemnified. (b) If Without limiting the generality of the foregoing, the Borrower unconditionally agrees to forever indemnify, defend and hold harmless, the Agent and each Bank, and covenant not to xxx for any payment claim for contribution against, the Agent or any Bank for any damages, reasonable costs, loss or reasonable expense, including without limitation, response, remedial or removal costs, arising out of principal ofany of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property, (ii) the operation or violation of any Environmental Law, whether federal, state, or Conversion oflocal, and any Eurodollar Rate Advance regulations promulgated thereunder, by the Borrower or CAF Advance is any Subsidiary or otherwise occurring on or with respect to its Property, (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower made by herein or in any Borrower to loan agreement, promissory note, mortgage, deed of trust, security agreement or for the account of a Lender on any day other than the last day instrument or document evidencing or securing any indebtedness, obligations or liabilities of the Interest Period Borrower owing to the Agent or any Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Agent's or such AdvanceBank's willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all indebtedness, as a result of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration obligations and liabilities of the maturity of Borrower owing to the Advances Agent and the Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrower, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting Banks and the same in accordance with the provisions termination of this Agreement, such and shall remain in force beyond the payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Borrower shalland shall inure to the benefit of Agent and the Banks and their respective directors, upon demand by such Lender officers, employees, agents, and collateral trustees, and their successors and assigns. (withc) The provisions of this Section 11.8 shall survive payment of the Notes and Reimbursement Obligations and the termination of the DIP Commitments hereunder.

Costs and Expenses; Indemnity. (a) Each Borrower agrees The Borrowers agree to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket costs and expenses of counsel for incurred by the Administrative Banks, the Swing Line Lender and the Agent in connection with the preparation, execution administration, filing and delivery recording of this Agreementany amendments, the Notes and the other documents to waivers or consents which may be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred requested by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunderBorrowers, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Administrative Agent, the CAF Advance Agent and the Lenders in connection with the preparation, administration and enforcement (whether through negotiationsin the context of a civil action, legal proceedings in bankruptcy or insolvency proceedingsadversary proceeding, workout or otherwise) of this Agreement, the Notes other Loan Documents, and such other instruments and documents, including, without limitation, reasonable attorneys' fees actually incurred, audit charges (provided, that audit charges will be subject to a cap agreed to between the --------- ---- Agent and the other documents Borrowers prior to be delivered hereunder and thereunderthe audit being conducted), including the reasonable appraisal fees, search fees and filing fees and all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees) of counselthe Agent in connection with its duties as Agent under this Agreement, the MFC Security Agreement, the MBC Security Agreement and the other Loan Documents. The Borrowers also agree to pay on demand all reasonable attorneys' fees actually incurred, and any expenses, costs and charges relating thereto of the Agent if at any time or times hereafter the Agent employs counsel for advice with respect to this Agreement or the other Loan Documents, or to intervene, file a petition, answer, motion or other pleading in any suit or proceeding relating to this Agreement or any other Loan Document (including, without limitation, the interpretation or administration, or the amendment, waiver or consent with respect to any term, of this Agreement or the other Loan Documents) or to represent the Agent in any pending or threatened litigation with respect to the affairs of the Borrowers in any way relating to any of the Borrowers' obligations hereunder or to enforce any rights of the Agent or any Bank or the Swing Line Lender or liabilities of the Borrowers, any Person to whom either Borrower has made a Loan, or any Person which may be obligated to the Agent or the Banks or the Swing Line Lender by virtue of this Agreement or any other Loan Document, instrument or document now or hereafter delivered to the Agent or any Bank or the Swing Line Lender by or for the benefit of the Borrowers. The Borrowers agree to be responsible for payment of the amounts referred to in this Section 10.6(a) whether or not any Revolving Credit Loans, Swing Line Loans or Term Loans are made hereunder. (b) If The Borrowers further agree to indemnify and save harmless each Bank, the Swing Line Lender and the Agent and each of their respective officers, directors, employees, agents and Affiliates (each an "Indemnified Party" and ----------------- collectively the "Indemnified Parties") from and against any payment and all actions, ------------------- causes of principal action, suits, losses, liabilities and damages and expenses (including, without limitation, reasonable attorneys' fees actually incurred) in connection therewith (herein called the "Indemnified Liabilities") incurred by ----------------------- any Indemnified Party as a result of, or Conversion ofarising out of or relating to any of the transactions contemplated hereby or by the other Loan Documents, except for any Eurodollar Rate Advance or CAF Advance is made by any Borrower to or for the Indemnified Liabilities arising on account of a Lender on any day other than the last day gross negligence or willful misconduct of the Interest Period Indemnified Party seeking indemnity under this Section 10.6(b); provided, however, that, if and to the extent such agreement to -------- ------- indemnify may be unenforceable for such Advanceany reason, as a result the Borrowers shall make the maximum contribution to the payment and satisfaction of a prepayment pursuant to Section 2.15 or a Conversion pursuant to Section 2.13(f) or Section 2.14 or due to acceleration each of the maturity Indemnified Liabilities which shall be permissible under applicable law. The agreements in this Section 10.6(b) shall survive the payment of the Advances Revolving Credit Notes, the Swing Line Note and the Term Notes pursuant to Section 7.1 or due to any other reason attributable to such Borrowerand related obligations and the termination of the Revolving Credit Commitment, or if any Borrower shall fail to make a borrowing of Eurodollar Rate Advances or CAF Advances after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withSwing Line Commitment and Term Loan Commitment.

Costs and Expenses; Indemnity. (a) Each The Borrower agrees to pay on demand (to the extent not reimbursed by any other Borrower) (i) all reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder and with respect to advising the fulfillment or attempted fulfillment of conditions precedent hereunderAdministrative Agent as to its rights and responsibilities under this Agreement, (ii) all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates in initially syndicating all or any portion of the Commitments hereunder, including, without limitation, including the related reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent or its Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by of the Administrative Agent, the CAF Advance Agent and the Lenders (including reasonable counsel fees and expenses and the allocated costs of in-house counsel), in connection with the enforcement (whether through negotiations, legal proceedings proceedings, in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Advance is made by any the Borrower to or for the account of a Lender on any day other than the last day of the Interest Period for such Advance, as a result of a prepayment pursuant to Section 2.15 2.10 or a Conversion pursuant to Section 2.13(f2.08(d) or Section 2.14 2.09 or due to acceleration of the maturity of the Advances and the Notes pursuant to Section 7.1 6.01 or due to any other reason attributable to such the Borrower, or if any the Borrower shall fail to make a borrowing of borrow, convert, continue or prepay any Eurodollar Rate Advances or CAF Advances after such Borrower has given a Advance on the date specified in any notice requesting delivered pursuant hereto, the same in accordance with the provisions of this Agreement, such Borrower shall, upon demand by such Lender (withwith a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND EACH LENDER AND THEIR RESPECTIVE RELATED PERSONS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL) WHICH MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNIFIED PARTY IN CONNECTION WITH OR ARISING OUT OF ANY INVESTIGATION, LITIGATION, OR PROCEEDING (WHETHER OR NOT SUCH INDEMNIFIED PARTY IS PARTY THERETO) RELATED TO ANY ACQUISITION OR PROPOSED ACQUISITION BY THE BORROWER, OR BY ANY SUBSIDIARY OF THE BORROWER, OF ALL OR ANY PORTION OF THE EQUITY INTERESTS IN, OR SUBSTANTIALLY ALL THE ASSETS OF, ANY PERSON OR ANY USE OR PROPOSED USE OF THE ADVANCES BY THE BORROWER (EXCLUDING ANY CLAIMS, DAMAGES, LIABILITIES OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY OR ANY OF ITS RELATED PERSONS, OR BY REASON OF ANY USE OR DISCLOSURE BY SUCH INDEMNIFIED PARTY OR ANY OF ITS RELATED PERSONS OF INFORMATION RELATING TO ANY SUCH ACQUISITION OR PROPOSED ACQUISITION OR ANY SUCH USE OR PROPOSED USE OF THE ADVANCES).