Common use of Costs, Expenses and Indemnification Clause in Contracts

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to (i) reimburse on demand all reasonable costs and expenses of each Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to indemnify each Agent, each Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to Each Borrower shall pay (i) reimburse on demand all reasonable costs and out-of-pocket expenses of each incurred by the Administrative Agent and each Arranger (the Agent-Related Persons, including reasonable fees fees, expenses and expenses disbursements of counsel to the Agents) one law firm, in connection with (A) the preparation, syndication, negotiation, execution and delivery syndication of the Loan Documents credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (B) whether or not the care and custody of any and all collateral, and any proposed modification, amendment, transactions contemplated hereby or consent relating to any Loan Documentthereby shall be consummated), and (ii) to pay on demand all reasonable costs out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and expenses disbursements of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, any counsel for each Lender (including the allocated costs and expenses of in-house counsel)) Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or enforcement (whether through negotiations, legal proceedings negotiations in respect of such Loans or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunderL/C Obligations. (b) The Borrowers jointly and severally agree to Each Borrower shall indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, the Fronting L/C Issuer, the Several L/C Agent and each Related Party the directors, officers, employees, agents, advisors and Affiliates of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON"“Indemnitee”) against, and hold each Indemnified Person Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, penalties and related expensesexpenses (including, including without limitation, the reasonable fees, charges and disbursements of any one counsel for any Indemnified Personthe Indemnitees, unless the Indemnitees have conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses shall include the reasonable fees, charges and disbursements of no more than such number of counsels as are necessary to represent such conflicting interests) incurred by any Indemnitee or asserted against any Indemnified Person Indemnitee 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 other agreement or instrument contemplated hereby or thereby, or the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated hereby or therebythereunder, (ii) any Loan or other Extension Letter of Credit or the use or proposed use of the proceeds therefrom, therefrom (iii) including any actual refusal by the Fronting L/C Issuer or alleged presence or release Several L/C Agent to honor a demand for payment under a Letter of any Hazardous Substance on or from any property owned or operated by any Borrower or any Credit if the documents presented in connection with such demand do not strictly comply with the terms of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any such Letter of its Subsidiaries, (iv) the use of the Platform as contemplated hereinCredit), or (viii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, and regardless of whether any Indemnified Person Indemnitee is a party theretothereto (collectively, the “Indemnified Liabilities”); provided, provided that such indemnity shall not, as to any Indemnified PersonIndemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, penalties or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnified Person. The Borrower shall pay Indemnitee, (y) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from a breach in bad faith by an Indemnitee in any civil penalty material respect of such Indemnitee’s obligations hereunder or fine assessed under any other Loan Document, or (z) result from any action, suit, proceeding or claim solely among Indemnitees brought by any Indemnitee against any other Indemnitee that does not involve an act or omission (or alleged act or omission) by the Office of Foreign Assets Control against Borrowers or any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)Borrowers’ affiliates. (c) The Borrowers' other obligations To the extent that the Borrowers fail to pay any amount required to be paid by them to the Administrative Agent under paragraph (a) or (b) of this Section 11.04 10.05, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, in its capacity as such. (d) To the extent permitted by applicable law, the Borrowers shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, any Letter of Credit or the use of the proceeds thereof. (e) No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. (f) The agreements in this Section shall survive the repayment resignation of all amounts owing to the LendersAdministrative Agent, the Issuing Banks and the Agents under the Loan Documents and replacement of any Lender, the termination of the Commitments. If Aggregate Commitments and to the extent that repayment, satisfaction or discharge of all the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawother Obligations.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to (i) reimburse on demand all reasonable costs and expenses of each Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) Borrower agrees to pay on demand all reasonable costs and expenses of each the Administrative Agent andin connection with the preparation, on negotiation, syndication, execution and after delivery of the date upon which Loan Documents and any proposed modification, amendment, waiver or consent relating to any Loan Document, including the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including reasonable fees and expenses disbursements of counsel to the Agents, special Michigan counsel Administrative Agent with respect thereto and with respect to the Lenders andadministration of, from and after such dateadvising the Administrative Agent as to its rights and responsibilities under, counsel for this Agreement and the other Loan Documents. The Borrower further agrees to pay on demand all costs and expenses of the Administrative Agent and each Lender (including the allocated costs fees and expenses disbursements of in-house counsel)counsel to the Administrative Agent and counsel for each Lender) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified PersonPerson (whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding), incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Loan, Letter of Credit or other Extension of Credit or the use or proposed use of the proceeds therefromtherefrom (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 comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any the Borrower or any of its SubsidiariesAffiliates, or any Environmental Liability related in any way to any the Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated hereinAffiliates, or (viv) 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 Indemnified Person is a party theretotheory; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 wilful misconduct of such Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' other Borrower's obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents Administrative Agent under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law, which contribution shall in any event not exceed the amount that the Borrower would otherwise have been obligated to pay under this Section 11.04.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to Each Borrower shall pay (i) reimburse on demand all reasonable costs and out-of-pocket expenses of each incurred by the Administrative Agent and each Arranger (the Agent-Related Persons, including reasonable fees and expenses of counsel to the Agents) Attorney Costs, in connection with (A) the preparation, syndication, negotiation, execution and delivery syndication of the Loan Documents credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (B) whether or not the care and custody of any and all collateral, and any proposed modification, amendment, transactions contemplated hereby or consent relating to any Loan Documentthereby shall be consummated), and (ii) to pay on demand all reasonable costs out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and expenses disbursements of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, any counsel for each Lender (including the allocated costs and expenses of in-house counsel)) Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) negotiations in respect of this Agreement, the other Loan Documents and the other documents to be delivered hereundersuch Loans. (b) The Borrowers jointly and severally agree to Each Borrower shall indemnify each Agent, each Arranger, each Issuing Bank, each Lender, the Administrative Agent and each Related Party Lender and the directors, officers, employees, agents, advisors and Affiliates of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON"“Indemnitee”) against, and hold each Indemnified Person Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, penalties and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified PersonIndemnitee, incurred by or asserted against any Indemnified Person Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Loan made to such Borrower or any Letter of its Subsidiaries, Credit as to which such Borrower was the Applicant or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated hereinCo-Applicant, or (vii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingthereto, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person Indemnitee is a party theretothereto (the “Indemnified Liabilities”); provided, provided that such indemnity shall not, as to any Indemnified PersonIndemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, penalties 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)Indemnitee. (c) To the extent that the Borrowers fail to pay any amount required to be paid by them to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, in its capacity as such. (d) To the extent permitted by applicable law, the Borrowers shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, any Letter of Credit or the use of the proceeds thereof. (e) No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. (f) The Borrowers' other obligations under agreements in this Section 11.04 shall survive the repayment resignation of all amounts owing to the LendersAdministrative Agent, the Issuing Banks and the Agents under the Loan Documents and replacement of any Lender, the termination of the Commitments. If Aggregate Commitments and to the extent that repayment, satisfaction or discharge of all the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawother Obligations.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to Each Borrower shall pay (i) reimburse on demand all reasonable costs and out-of-pocket expenses of each incurred by the Administrative Agent and each Arranger (the Agent-Related Persons, including reasonable fees fees, expenses and expenses disbursements of counsel to the Agents) one law firm, in connection with (A) the syndication of the credit facilities provided for herein, the preparation, syndicationdue diligence, negotiationclosing and administration of this Agreement or any amendments, execution and delivery modifications or waivers of the Loan Documents and provisions hereof (B) whether or not the care and custody of any and all collateral, and any proposed modification, amendment, transactions contemplated hereby or consent relating to any Loan Documentthereby shall be consummated), and (ii) to pay on demand all reasonable costs out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and expenses disbursements of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, any counsel for each Lender (including the allocated costs and expenses of in-house counsel)) Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or enforcement (whether through negotiations, legal proceedings negotiations in respect of such Loans or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunderL/C Obligations. (b) The Borrowers jointly and severally agree to Each Borrower shall indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, any Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender and each Related Party the directors, officers, employees, agents, advisors and Affiliates of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON"“Indemnitee”) against, and hold each Indemnified Person Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, penalties and related expensesexpenses (including, including without limitation, the reasonable fees, charges and disbursements of any one counsel for any Indemnified Personthe Indemnitees, unless the Indemnitees have conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses shall include the reasonable fees, charges and disbursements of no more than such number of counsels as are necessary to represent such conflicting interests) incurred by any Indemnitee or asserted against any Indemnified Person Indemnitee 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 other agreement or instrument contemplated hereby or thereby, or the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated hereby or therebythereunder, (ii) any Loan or other Extension Letter of Credit or the use or proposed use of the proceeds therefrom, therefrom (iii) including any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated refusal by any Borrower Fronting L/C Issuer, the Several L/C Agent or any Limited Fronting Lender to honor a demand for payment under a Letter of its Subsidiaries, or any Environmental Liability related Credit if the documents presented in any way to any Borrower or any connection with such demand do not strictly comply with the terms of its Subsidiaries, (iv) the use such Letter of the Platform as contemplated hereinCredit), or (viii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, and regardless of whether any Indemnified Person Indemnitee is a party theretothereto (collectively, the “Indemnified Liabilities”); provided, provided that such indemnity shall not, as to any Indemnified PersonIndemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, penalties or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnified Person. The Borrower shall pay Indemnitee, (y) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from a breach in bad faith by an Indemnitee in any civil penalty material respect of such Indemnitee’s obligations hereunder or fine assessed under any other Loan Document, or (z) result from any action, suit, proceeding or claim solely among Indemnitees brought by any Indemnitee against any other Indemnitee (other than such other Indemnitee acting in its capacity as Administrative Agent, a Fronting L/C Issuer, the Several L/C Agent and/or a Limited Fronting Lender to the extent otherwise entitled to be indemnified hereunder) that does not involve an act or omission (or alleged act or omission) by the Office of Foreign Assets Control against Borrowers or any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)Borrowers’ Affiliates. (c) The Borrowers' other obligations To the extent that the Borrowers fail to pay any amount required to be paid by them to the Administrative Agent under paragraph (a) or (b) of this Section 11.04 10.05, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, in its capacity as such. (d) To the extent permitted by applicable law, the Borrowers shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, any Letter of Credit or the use of the proceeds thereof. (e) No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, Syndtrak, ClearPar or other similar information transmission systems in connection with this Agreement. (f) The agreements in this Section shall survive the repayment resignation of all amounts owing to the LendersAdministrative Agent, the Issuing Banks and the Agents under the Loan Documents and replacement of any Lender, the termination of the Commitments. If Aggregate Commitments and to the extent that repayment, satisfaction or discharge of all the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawother Obligations.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to (i) reimburse on within 30 days after demand all reasonable costs and expenses of each the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and each Arranger (including amendment of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent as to its rights and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) responsibilities under this Agreement. The Borrower further agrees to pay on demand all reasonable costs and expenses of each Agent andexpenses, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuingif any (including, each Lender (including without limitation, reasonable counsel fees and expenses of counsel to the AgentsAdministrative Agent and each of the Lenders), special Michigan counsel to incurred by the Lenders and, from and after such date, counsel for each Administrative Agent or any Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Notes and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a) . (b) The Borrowers jointly and severally agree to indemnify each Borrower hereby indemnifies the Administrative Agent, each ArrangerCitigroup Global Markets Inc., each Issuing Bank, each Lender, Lender and each Related Party of any of the foregoing Persons respective their Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSONIndemnified Party") against, from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, losses, liabilities and related expensesexpenses (including, including the reasonable feeswithout limitation, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or any other agreement in connection with or instrument contemplated hereby or therebyrelating to this Agreement, the performance by the parties to the Loan Documents of their respective obligations thereunder Notes or the consummation of the transactions contemplated hereby or thereby, (ii) thereby or any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvances, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesshareholders or creditors, an Indemnified Party or any other Person, or any Environmental Liability related in any way to any Borrower an Indemnified Party is otherwise a party thereto, and whether or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article III are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such claim, damage, loss, liability or expense results from such Indemnified Party's gross negligence or willful misconduct, or from a violation by such Indemnified Party of any law, order, regulation or agreement to which such Indemnified Party or its properties is subject, or from a breach of this Agreement by such Indemnified Party. The Borrower hereby further agrees that no Indemnified Party shall have any liability (whether based on direct or indirect, in contract, tort or otherwise) to the Borrower for or in connection with or relating to this Agreement, the Notes or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances or any damages arising from the use by unintended recipients of any information or other theory and regardless of whether any Indemnified Person is a party thereto; providedmaterials distributed by it through telecommunications, that such indemnity shall notelectronic or other information transmission systems in connection with this Agreement or the transactions contemplated hereby, as to any Indemnified Person, be available except to the extent that such lossesliability or damages are found in a final, claims, damages, liabilities or related expenses are determined non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party's gross negligence or willful misconduct misconduct; provided that nothing in this paragraph shall be deemed to constitute a waiver of any claim the Borrower may have, or to exculpate any Person from any liability that such Person may have to the Borrower, for breach by such Person of its obligations under this Agreement. (c) If any payment of principal of, or Conversion or Continuation of, any Eurodollar Rate Advance is made other than on the last day of an Interest Period for such Advance, as a result of acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason (other than a payment or Conversion pursuant to Section 2.13), the Borrower shall pay (subject to the last sentence of this Section 8.04(c)) to the Administrative Agent for the account of such Indemnified PersonLender 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, Continuation 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. The Borrower shall pay amounts owing to any civil penalty or fine assessed by Lender pursuant to this Section 8.04(c) within 30 days after receipt from such Lender of a certificate setting forth in reasonable detail the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions calculation of the Borrowers contrary amount such Lender is entitled to the representation made in Section 7.01(u). (c) The Borrowers' other obligations claim under this Section 11.04 8.04(c) (which certificate shall survive the repayment of be conclusive and binding for all amounts owing to the Lenderspurposes, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawabsent manifest error).

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to (i) reimburse on demand all reasonable costs and expenses of each Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree Borrower agrees to indemnify each Agent, each Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON"“Indemnified Person”) against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any the Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers Borrower contrary to the representation made in Section 7.01(u7.01(t). (c) The Borrowers' Borrower’s other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) To the extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against each Lender, each Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Borrowing or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and the Borrower hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay on demand all costs and severally agree to expenses, if any (including, without limitation, reasonable counsel fees and expenses), of (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each the Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) Documents, the care and custody administration of any and all collateralthe Loan Documents, and any proposed modification, amendment, or consent relating to any Loan Document, thereto; and (ii) to pay on demand all reasonable costs the Administrative Agent, the Arranger and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, Agreement or the other Loan Documents and the other documents to be delivered hereunderNotes. (b) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each Agent, each Arranger, each Issuing Bank, and hold each Lender, the Arranger, the Administrative Agent and each Related Party of any of the foregoing Persons their respective officers, directors, employees, professional advisors and affiliates (each such Person being called each, an "INDEMNIFIED PERSONIndemnified Person") against, harmless from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, costs or expenses (including reasonable attorney's fees and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by whether or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 not such Indemnified Person is named as a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be available claimed against any of them by any person or entity (except to the extent that such losses, claims, damages, liabilities losses, liabilities, costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arise from the gross negligence or willful misconduct of such the Indemnified Person. The Borrower shall pay any civil penalty ): (i) by reason of or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereofthe execution, as a result delivery or performance of acts or omissions any of the Borrowers contrary to Loan Documents or any transaction contemplated thereby, or the representation use by the Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (A) at, upon or under any property of the Borrower or any of its Affiliates or (B) by or on behalf of the Borrower or any of its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made in Section 7.01(u)by any governmental authority by reason of the execution and delivery of any of the Loan Documents. (c) The Borrowers' other Borrower's obligations under this Section 11.04 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 and shall survive as well the repayment of all amounts owing to the Lenders, the Issuing Banks Arranger and the Agents Administrative Agent under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 10.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to pay when due, in accordance with the terms hereof: (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) Documents, the care and custody administration of any and all collateralthe Loan Documents, and any proposed modification, amendment, or consent relating to any Loan Documentthereto (including, and (ii) to pay on demand all in each case, the reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the AgentsAdministrative Agent) and the care and custody of, special Michigan counsel to or the Lenders andsale of, from collection from, or other realization upon, any and after such date, counsel for all Collateral; and (ii) all costs and expenses of the Administrative Agent and each Lender (including the allocated costs all fees and expenses of in-house counsel)) in connection with the workoutenforcement, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) , of this Agreement, the other Loan Documents and the other documents to be delivered hereunderDocuments. (b) The Borrowers jointly and severally hereby agree to indemnify each Agent, each Arranger, each Issuing Bank, each Lender, and hold the Agents and each Related Party of any of the foregoing Persons Lender and its officers, directors, employees, professional advisors and affiliates (each such Person being called each, an "INDEMNIFIED PERSONIndemnified Person") against, harmless from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, costs or expenses (including reasonable attorney's fees and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by whether or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 not such Indemnified Person is named as a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be available claimed against any of them by any person or entity (except to the extent that such losses, claims, damages, liabilities losses, liabilities, costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arise from the gross negligence or willful misconduct of such the Indemnified Person. The Borrower shall pay any civil penalty ): (i) by reason of or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereofthe execution, as a result delivery or performance of acts the Loan Documents or omissions any transaction contemplated thereby, or the use by any Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1) at, upon or under any property of the Borrowers contrary to or any of their respective Affiliates or (2) by or on behalf of the representation Borrowers or any of their respective Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made in Section 7.01(u)by any governmental authority by reason of the execution and delivery of the Loan Documents. (c) The Borrowers' other obligations under this Section 11.04 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents Lenders under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower the Borrowers under this Section 11.04 10.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16, 1996 among the Borrowers, Citibank, Citicorp Securities, Inc., Toronto Dominion Securities (USA) Inc., The Toronto-Dominion Bank and Fleet National Bank.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree reimburse to (i) reimburse the Lender on demand all for reasonable costs and expenses of each Agent and each Arranger (including reasonable fees and expenses of counsel to incurred by the Agents) Lender in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) administration of this Agreement, the other Loan Documents Note and the other documents to be delivered hereunderhereunder and (subject to such limitation as has heretofore been agreed) and the modification, amendment or enforcement thereof, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and responsibilities under or in connection with this Agreement. (b) The Borrowers jointly and severally agree to indemnify each Agent, each Arranger, each Issuing Bank, each Lender, Borrower hereby indemnifies the Lender and each Related Party of any of the foregoing Persons its Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSONPARTY") against, from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, losses, liabilities and related expensesexpenses (including, including the reasonable feeswithout limitation, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or any other agreement in connection with or instrument contemplated hereby relating to this Agreement or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvances, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesshareholders or creditors, an Indemnified Party or any other Person, or any Environmental Liability related in any way to any Borrower an Indemnified Party is otherwise a party thereto, and whether or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article III are satisfied or the other transactions contemplated by this Agreement are consummated, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party's gross negligence or willful misconduct of such Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)misconduct. (c) The Borrowers' other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to pay when due, in accordance with the terms hereof: (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) Collateral Agent in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) Documents, the care and custody administration of any and all collateralthe Loan Documents, and any proposed modification, amendment, or consent relating to any Loan Documentthereto (including, and (ii) to pay on demand all in each case, the reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the AgentsAdministrative Agent and the Collateral Agent) and the care and custody of, special Michigan counsel to or the Lenders andsale of, from collection from, or other realization upon, any and after such dateall Collateral; and (ii) all costs and expenses of the Administrative Agent, counsel for the Collateral Agent and each Lender (including the allocated costs all fees and expenses of in-house counsel)) in connection with the workoutenforcement, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) , of this Agreement, the other Loan Documents and the other documents to be delivered hereunderDocuments. (b) The Borrowers jointly and severally hereby agree to indemnify each and hold the Administrative Agent, each Arranger, each Issuing Bank, the Collateral Agent and each Lender, and each Related Party of any of the foregoing Persons its officers, directors, employees, professional advisors and affiliates (each such Person being called each, an "INDEMNIFIED PERSONIndemnified Person") against, harmless from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, costs or expenses (including reasonable attorney's fees and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by whether or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 not such Indemnified Person is named as a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be available claimed against any of them by any person or entity (except to the extent that such losses, claims, damages, liabilities losses, liabilities, costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arise from the gross negligence or willful misconduct of such the Indemnified Person. The Borrower shall pay any civil penalty ): (i) by reason of or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereofthe execution, as a result delivery or performance of acts the Loan Documents or omissions any transaction contemplated thereby, or the use by any Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (A) at, upon or under any property of either of the Borrowers contrary to or any of their respective Affiliates or (B) by or on behalf of either of the representation Borrowers or any of their respective Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made in Section 7.01(u)by any governmental authority by reason of the execution and delivery of the Loan Documents. (c) The Borrowers' other obligations under this Section 11.04 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents Lenders under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower the Borrowers under this Section 11.04 10.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their indemnification and similar obligations set forth in that certain Commitment Letter dated as of November 13, 2000 among the Borrowers, Citibank and Xxxxxxx Xxxxx Xxxxxx, Inc. (e) Each Borrower shall be liable for its pro rata share of any payment to be made by the Borrowers under this Section 10.04, such pro rata share to be determined on the basis of such Borrower's Fraction; provided, however, that if and to the extent that any such liabilities are reasonably determined by the Borrowers (subject to the approval of the Administrative Agent which approval shall not be unreasonably withheld) to be directly attributable to a specific Borrower, only such Borrower shall be liable for such payments. In the event that one Borrower fails to pay its portion of the payments to be made by the Borrowers under this Section 10.04, the other Borrower shall be liable for such payment; provided, however, that if and to the extent that any such payment is reasonably determined by the Borrowers (subject to the approval of the Administrative Agent which approval shall not be unreasonably withheld) to be directly attributable to a specific Borrower, only such Borrower shall be liable for such payments.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to (i) reimburse on demand all reasonable costs and expenses of each Agent and each the Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including reasonable fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each Agent, each the Arranger, each the Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSONIndemnified Person") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Loan, Letter of Credit or other Extension of Credit or the use or proposed use of the proceeds therefromtherefrom (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 any Hazardous Substance on or from any property owned or operated by any the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any the Borrower or any of its Subsidiaries, or (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 wilful misconduct of such Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' Borrower's other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to (i) reimburse on demand all reasonable costs and expenses of each Agent and each Arranger the Arrangers (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each Agent, each Arrangerthe Arrangers, each the Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Loan, Letter of Credit or other Extension of Credit or the use or proposed use of the proceeds therefromtherefrom (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 any Hazardous Substance on or from any property owned or operated by any the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any the Borrower or any of its Subsidiaries, or (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' Borrower's other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Whether or not the transactions contemplated hereby shall be consummated, each Borrower agrees to pay promptly (i) reimburse on demand all the actual and reasonable costs and expenses of the preparation of the Facility Documents and all other documents, agreements and instruments required by, or entered into in connection therewith, and any consents, amendments, waivers or other modifications thereto, and of each Agent Borrower’s performance of and each Arranger compliance with all agreements and conditions on its part to be performed or complied with under this Agreement and the other Facility Documents including with respect to confirming compliance with environmental, insurance and solvency requirements, (including reasonable fees ii) the fees, expenses and expenses disbursements of counsel to the Agents) Lender in connection with the negotiation, preparation and execution of the Facility Documents, (Aiii) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of the Lender pursuant to any Security Document and all other documents, agreements and instruments required by, or entered into in connection therewith, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums, and fees, expenses and disbursements of counsel to the Lender and of counsel providing any opinions required by the terms of the Facility Documents, (iv) the preparation, syndication, negotiation, execution and delivery custody or preservation of any of the Loan Documents and (B) Collateral or the care and custody of Lien created under any Security Document, including any and all collateral, periodic field examinations and any proposed modification, amendment, appraisals of trademarks and inventory conducted by or consent relating to any Loan Documenton behalf of the Lender, and (iiv) both before and after the occurrence of an Event of Default, all costs and expenses, including reasonable attorneys’ fees and costs of settlement, incurred by the Lender in enforcing any Obligations of or in collecting any payments due from any Borrower hereunder or under the other Facility Documents, including, but not limited to pay on demand all reasonable such costs and expenses incurred by reason of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workoutsale of, collection from, or other realization upon any of the Collateral or the enforcement of any guarantee) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or enforcement (whether through negotiations, legal pursuant to any insolvency or bankruptcy proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunderBorrower. (b) The Borrowers Each Borrower, jointly and severally agree severally, hereby agrees to indemnify each Agent, each Arranger, each Issuing Bank, each Lender, the Lender and each Related Party of any of the foregoing Persons its Affiliates and their respective officers, directors, employees, agents and advisors (each such Person being called each, an "INDEMNIFIED PERSON"“Indemnified Party”) against, from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, losses, liabilities and related expensesexpenses (including, including the reasonable feeswithout limitation, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or in connection with or relating to this Agreement or any other agreement Facility Document, or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any consent (or lack of its Subsidiariesconsent) rendered by the Indemnified Party in connection with Collateral (including, without limitation, substitution or reallocation), or any Environmental Liability related in use made or proposed to be made with the proceeds of the Loan, whether or not such investigation, litigation or proceeding is brought by any way to Borrower, any Borrower of their respective shareholders or creditors, an Indemnified Party or any of its Subsidiaries, (iv) the use of the Platform as contemplated hereinother Person, or (v) any actual an Indemnified Party is otherwise a party thereto, and whether or prospective claim, litigation, investigation or proceeding relating to not any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.conditions precedent set forth in

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to (i) reimburse on within 30 days after demand all reasonable costs and expenses of each the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and each Arranger (including amendment of this Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Agents) in connection with (A) Administrative Agent as to its rights and responsibilities under this Agreement and the preparation, syndication, negotiation, execution and delivery of the other Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) Documents. The Borrower further agrees to pay on demand all reasonable costs and expenses of each Agent andexpenses, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuingif any (including, each Lender (including without limitation, reasonable counsel fees and expenses of counsel to the AgentsAdministrative Agent and each of the Lenders), special Michigan counsel to incurred by the Lenders and, from and after such date, counsel for each Administrative Agent or any Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) The Borrowers jointly and severally agree to indemnify Borrower hereby indemnifies the Administrative Agent, CGMI, each Agentsyndication agent, each documentation agent, each Arranger, each Issuing Bank, each Lender, Lender and each of their respective Related Party of any of the foregoing Persons Parties (each such Person being called each, an "INDEMNIFIED PERSON"“Indemnified Party”) against, from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, losses, liabilities and related expensesexpenses (including, including the reasonable feeswithout limitation, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement, the other Loan Documents or the Transactions or any use made or proposed to be made with the proceeds of the Loans, whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its shareholders or creditors, an Indemnified Party or any other Person, or as an Indemnified Party is otherwise a result party thereto, and whether or not any of the conditions precedent set forth in Article III are satisfied or the other transactions contemplated by this Agreement are consummated, 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 (i) from such Indemnified Party’s gross negligence or willful misconduct, (ii) from a breach of this Agreement by such Indemnified Party or (iii) from disputes among such Indemnified Parties other than any claims against the execution Administrative Agent in its capacity or delivery in fulfilling its role as agent with respect to this Agreement and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates; provided that, any legal expenses shall be limited to one counsel for all Indemnified Parties taken as a whole and if reasonably necessary, a single local counsel for all Indemnified Parties taken as a whole in each relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions) and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnified Parties similarly situated taken as a whole. The Borrower hereby further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower for or in connection with or relating to this Agreement, the other Loan Document Documents or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Loans or any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the transactions contemplated hereby, except to the extent direct damages (as opposed to special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings)) are 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 that nothing in this paragraph shall be deemed to constitute a waiver of any claim the Borrower may have, or to exculpate any Person from any liability that such Person may have to the Borrower, for breach by such Person of its obligations under this Agreement. In no event shall any Indemnified Party have any liability to the Borrower or any other agreement Person for any indirect, special, incidental or instrument contemplated hereby consequential damages, losses or therebyexpenses (whether in tort, contract or otherwise) in connection with or relating to this Agreement, the performance by the parties to the other Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby. (c) If any payment of principal of, or Conversion or Continuation of, any Eurodollar Rate Loan is made other than on the last day of an Interest Period for such Loan, as a result of acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason (iiother than a payment or Conversion pursuant to Section 2.12), or the Borrower fails (for a reason other than the failure of such Lender to make an Loan) to prepay, borrow, Continue or Convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower, the Borrower shall pay (subject to the last sentence of this Section 8.04(c)) 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, Continuation, Conversion or failure to prepay, borrow, Continue or Convert, 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 Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated funds acquired by any Borrower Lender to fund or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, that maintain such indemnity shall not, as to any Indemnified Person, 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 Indemnified PersonLoan. The Borrower shall pay amounts owing to any civil penalty or fine assessed by Lender pursuant to this Section 8.04(c) within 30 days after receipt from such Lender of a certificate setting forth in reasonable detail the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions calculation of the Borrowers contrary amount such Lender is entitled to the representation made in Section 7.01(u). (c) The Borrowers' other obligations claim under this Section 11.04 8.04(c) (which certificate shall survive the repayment of be conclusive and binding for all amounts owing to the Lenderspurposes, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawabsent manifest error).

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to (i) reimburse on demand all reasonable costs and expenses of each Agent and each the Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including reasonable fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each Agent, each the Arranger, each the Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Loan, Letter of Credit or other Extension of Credit or the use or proposed use of the proceeds therefrom, therefrom (iii) including any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed refusal by the Office Issuing Bank to honor a demand for payment under a Letter of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred Credit if the documents presented in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.such demand do not

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to (i) reimburse on demand all reasonable costs and expenses of each Agent and each the Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each Agent, each the Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower CMS Energy or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower CMS Energy or any of its Subsidiaries, or (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' Borrower's other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks Lenders and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to pay in accordance with the terms hereof: (i) reimburse on demand the Closing Date, all reasonable costs and expenses of each the Administrative Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents Documents, (ii) within five days after notification that the same is due, all costs and (B) expenses of the care and custody Administrative Agent relating to the administration of any and all collateralthe Loan Documents, and any proposed modification, amendment, or consent relating to any Loan Documentthereto (including, and (ii) to pay on demand all in each case, the reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the AgentsAdministrative Agent), special Michigan counsel or any Subsidiary Guaranty, delivered to the Lenders andin accordance with Section 9.1(p) or release thereof in accordance with Section 12.13, from and after such date(iii) upon notification that the same is due, counsel for all costs and expenses of the Administrative Agent and each Lender (including the allocated costs all fees and expenses of in-house counsel)counsel for the Lender) in connection with the workoutenforcement, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) , of this Agreement, the other Loan Documents and the other documents to be delivered hereunderDocuments. (b) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each Agent, each Arranger, each Issuing Bank, each Lender, and hold the Administrative Agent and each Related Party of any of the foregoing Persons Lender and its officers, directors, employees, professional advisors and affiliates (each such Person being called an "INDEMNIFIED PERSON") against, harmless from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, costs or expenses (including reasonable attorney's fees and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by whether or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 not such Indemnified Person is named as a party thereto; providedparty, that such indemnity shall not, as to any Indemnified Person, proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be available claimed against any of them by any person or entity (except to the extent that such losses, claims, damages, liabilities losses, liabilities, costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arise from the gross negligence or willful misconduct of such the Indemnified Person. The Borrower shall pay any civil penalty ): (i) by reason of or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereofthe execution, as a result of acts delivery, or omissions performance of the Borrowers contrary Loan Documents or any transaction contemplated thereby, or the use by the Borrower of the proceeds of any Advance or Letter of Credit; (ii) in connection with or resulting from any actual or alleged violation of or liability arising in any manner under any Environmental Law, and related in any manner, directly or indirectly, to the representation Loan Parties, any of the Affiliates, the Properties or the transactions contemplated by this Agreement, including without limitation the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1) at, upon or under any property of the Borrower or any of its Affiliates or (2) by or on behalf of the Borrower or any of its Affiliates at any time and in any place; or (iii) in connection with any documentation, taxes, assessments or charges made in Section 7.01(u)by any governmental authority by reason of the execution and delivery of the Loan Documents. (c) The Borrowers' other Borrower's obligations under this Section 11.04 12.4 shall survive the assignment by any Lender pursuant to Section 12.7 hereof and shall survive as well the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents Lenders under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.the

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to reimburse on demand (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each Arranger (including in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent as to its rights and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Documentresponsibilities under this Agreement, and (ii) to pay on demand all reasonable costs and expenses of each Agent andexpenses, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuingif any (including, each Lender (including without limitation, reasonable counsel fees and expenses of counsel to the AgentsAdministrative Agent and each of the Lenders), special Michigan counsel to incurred by the Lenders and, from and after such date, counsel for each Administrative Agent or any Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated. (bi) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, Lender and each Related Party of any of the foregoing Persons their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSON"“Indemnified Party”) against, from and hold each Indemnified Person harmless from, against any and all losses, direct claims, damages, losses, liabilities and related expensesexpenses (including, including the without limitation, reasonable fees, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or any other agreement in connection with or instrument contemplated hereby relating to this Agreement or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) thereby or any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvances, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesshareholders or creditors, an Indemnified Party or any other Person, or any Environmental Liability related in any way to any Borrower an Indemnified Party is otherwise a party thereto, and whether or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article 3 are satisfied or the other transactions contemplated by this Agreement are consummated, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesdirect claim, claimsdamage, damagesloss, liabilities liability or related expenses are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (ii) The Borrower hereby further agrees that (i) no Indemnified Party shall have any liability to the Borrower for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, except to the extent such liability 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 and (ii) the Borrower will not assert any claim against the Administrative Agent or any Lender, any of such Indemnified Person. The Borrower shall pay their respective Affiliates, or any civil penalty of their respective directors, officers, employees, attorneys or fine assessed by agents, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or relating to this Agreement or the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts actual or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations proposed use of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawAdvance.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to pay when due, in accordance with the terms hereof: (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) Documents, the care and custody administration of any and all collateralthe Loan Documents, and any proposed modification, amendment, or consent relating to any Loan Documentthereto (including, and (ii) to pay on demand all in each case, the reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to Administrative Agent) and (ii) all costs and expenses of the Lenders and, from Administrative Agent and after such date, counsel for each Lender (including the allocated costs all fees and expenses of in-house counsel)) in connection with the workoutenforcement, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) , of this Agreement, the other Loan Documents and the other documents to be delivered hereunderDocuments. (b) The Borrowers jointly and severally hereby agree to indemnify and hold each Person identified on the cover page of this Agreement as a “Joint Lead Arranger”, the “Co-Syndication Agent”, each Arranger, each Issuing Bank, a “Documentation Agent” and the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons its officers, directors, employees, professional advisors and affiliates (each such Person being called each, an "INDEMNIFIED PERSON"“Indemnified Person”) against, harmless from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, costs or expenses (including settlement costs and related reasonable attorney’s fees and expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by whether or asserted against any not such Indemnified Person arising out of, in connection with, or is named as a result party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation and whether or not such proceeding or investigation is brought by the Borrowers or any of (i) the execution their Affiliates or delivery any of any Loan Document their respective directors, securityholders or creditors, an Indemnified Person or any other agreement Person) which any of them may incur or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents which may be claimed against any of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated them by any Borrower person or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, entity (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such losses, claims, damages, liabilities losses, liabilities, costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arise from the gross negligence or willful misconduct of such the Indemnified Person. The Borrower shall pay any civil penalty ): (i) by reason of or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereofthe execution, as a result delivery or performance of acts the Loan Documents or omissions any transaction contemplated thereby, or the use by any Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (A) at, upon or under any property of any of the Borrowers contrary to or any of their respective Affiliates or (B) by or on behalf of any of the representation Borrowers or any of their respective Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made in Section 7.01(u)by any governmental authority by reason of the execution and delivery of the Loan Documents. (c) The Borrowers' other ’ obligations under this Section 11.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents Lenders under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower the Borrowers under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers’ obligations under this Section are in addition to and shall not be deemed to supersede their indemnification and similar obligations set forth in that certain Commitment Letter, dated August 23, 2010, among the Borrowers, Citigroup Global Markets Inc., Barclays, JPMorgan Chase, X.X. Xxxxxx Securities Inc. and Union Bank. (e) Each Borrower shall be liable for its pro rata share of any payment to be made by the Borrowers under this Section, such pro rata share to be determined on the basis of such Borrower’s Fraction; provided, however, that if and to the extent that any such liabilities are reasonably determined by the Borrowers (subject to the approval of the Administrative Agent which approval shall not be unreasonably withheld) to be directly attributable to a specific Borrower, only such Borrower shall be liable for such payments.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to (i) reimburse on demand all reasonable costs and expenses of each Agent and each Arranger (including reasonable fees and expenses of counsel Subject to the Agents) in connection with (A) the preparation, syndication, negotiation, execution terms and delivery conditions of the Loan Documents and (B) Fee Letter, the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) Borrower agrees to pay on demand all reasonable costs and expenses of each the Administrative Agent andand the Collateral Agent in connection with the preparation, negotiation, syndication, execution and delivery of the Loan Documents and any proposed modification, amendment, waiver or consent relating to any Loan Document, including the reasonable fees and disbursements of external counsel to the Administrative Agent and the Collateral Agent with respect thereto and with respect to the administration of, and advising the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities under, this Agreement and the other Loan Documents. The Borrower further agrees to pay on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees demand all costs and expenses of counsel to the AgentsAdministrative Agent, special Michigan counsel to the Lenders and, from Collateral Agent and after such date, counsel for each Lender (including the allocated costs fees and expenses disbursements of in-house counsel)external counsel to the Administrative Agent, the Collateral Agent and counsel for each Lender) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each the Administrative Agent, each Arranger, each Issuing Bankthe Collateral Agent, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSONIndemnified Person") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any external counsel for any Indemnified PersonPerson (whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding), incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective rights or obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any the Borrower or any of its SubsidiariesAffiliates, or any Environmental Liability related in any way to any the Borrower or any of its Subsidiaries, Affiliates or (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, NY3 - 402471.08 investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party theretotheory; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 bad faith, gross negligence or willful misconduct of such Indemnified Person. The Borrower shall pay Each party to this Agreement agrees not to assert any civil penalty claim for special, indirect, consequential or fine assessed by the Office of Foreign Assets Control punitive damages against any Indemnified Person other party hereto or any of its Affiliates, or any of its officers, directors, employees, agents and all reasonable costs and expenses (including reasonable fees and expenses controlling persons, on any theory of counsel liability, arising out of or otherwise relating to such Indemnified Persons) incurred in connection with defense thereofthe Promissory Notes, as a result of acts this Agreement, any other Loan Document or omissions any other documents related thereto, any of the Borrowers contrary to transactions contemplated herein or the representation made in Section 7.01(u)actual or proposed use of the proceeds of the Loans. (c) The Borrowers' other Borrower's obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks Collateral Agent and the Agents Administrative Agent under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law, which contribution shall in any event not exceed the amount that the Borrower would otherwise have been obligated to pay under this Section 11.04.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to Each Borrower shall pay (i) reimburse on demand all reasonable costs and out-of-pocket expenses of each incurred by the Administrative Agent and each Arranger (the Agent-Related Persons, including reasonable fees fees, expenses and expenses disbursements of counsel to the Agents) one law firm, in connection with (A) the preparation, syndication, negotiation, execution and delivery syndication of the Loan Documents credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (B) whether or not the care and custody of any and all collateral, and any proposed modification, amendment, transactions contemplated hereby or consent relating to any Loan Documentthereby shall be consummated), and (ii) to pay on demand all reasonable costs out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and expenses disbursements of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, any counsel for each Lender (including the allocated costs and expenses of in-house counsel)) Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or enforcement (whether through negotiations, legal proceedings negotiations in respect of such Loans or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunderL/C Obligations. (b) The Borrowers jointly and severally agree to Each Borrower shall indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, the Fronting L/C Issuer, the Several L/C Agent and each Related Party the directors, officers, employees, agents, advisors and Affiliates of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON"“Indemnitee”) against, and hold each Indemnified Person Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, penalties and related expensesexpenses (including, including without limitation, the reasonable fees, charges and disbursements of any one counsel for any Indemnified Personthe Indemnitees, unless the Indemnitees have conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses shall include the reasonable fees, charges and disbursements of no more than such number of counsels as are necessary to represent such conflicting interests) incurred by any Indemnitee or asserted against any Indemnified Person Indemnitee 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 other agreement or instrument contemplated hereby or thereby, or the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated hereby or therebythereunder, (ii) any Loan or other Extension Letter of Credit or the use or proposed use of the proceeds therefrom, therefrom (iii) including any actual refusal by the Fronting L/C Issuer or alleged presence or release Several L/C Agent to honor a demand for payment under a Letter of any Hazardous Substance on or from any property owned or operated by any Borrower or any Credit if the documents presented in connection with such demand do not strictly comply with the terms of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any such Letter of its Subsidiaries, (iv) the use of the Platform as contemplated hereinCredit), or (viii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, and regardless of whether any Indemnified Person Indemnitee is a party theretothereto (collectively, the “Indemnified Liabilities”); provided, provided that such indemnity shall not, as to any Indemnified PersonIndemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, penalties or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnified Person. The Borrower shall pay Indemnitee, (y) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from a breach in bad faith by an Indemnitee in any civil penalty material respect of such Indemnitee’s obligations hereunder or fine assessed under any other Loan Document, or (z) result from any action, suit, proceeding or claim solely among Indemnitees brought by any Indemnitee against any other Indemnitee that does not involve an act or omission (or alleged act or omission) by the Office of Foreign Assets Control against Borrowers or any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)Borrowers’ affiliates. (c) The Borrowers' other obligations To the extent that the Borrowers fail to pay any amount required to be paid by them to the Administrative Agent under paragraph (a) or (b) of this Section 11.04 10.05, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, in its capacity as such. (d) To the extent permitted by applicable law, the Borrowers shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, any Letter of Credit or the use of the proceeds thereof. (e) No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, Syndtrak or other similar information transmission systems in connection with this Agreement. (f) The agreements in this Section shall survive the repayment resignation of all amounts owing to the LendersAdministrative Agent, the Issuing Banks and the Agents under the Loan Documents and replacement of any Lender, the termination of the Commitments. If Aggregate Commitments and to the extent that repayment, satisfaction or discharge of all the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawother Obligations.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay to the Lender and severally agree to (i) reimburse the Lender on demand for all reasonable costs and expenses of each Agent and each Arranger (including reasonable fees and expenses of counsel to incurred by the Agents) Lender in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateraldelivery, and any proposed administration, modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Note and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and responsibilities under or in connection with this Agreement, including during any workout or restructuring. (b) The Borrowers jointly and severally agree to indemnify each Agent, each Arranger, each Issuing Bank, each Lender, Borrower hereby indemnifies the Lender and each Related Party of any of the foregoing Persons its Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSON"“Indemnified Party”) against, from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, losses, liabilities and related expensesexpenses (including, including the reasonable feeswithout limitation, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or any other agreement in connection with or instrument contemplated hereby relating to this Agreement or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) thereby or any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvances, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiariesshareholders or creditors, (iv) the use of the Platform as contemplated hereinan Indemnified Party or any other Person, or (v) any actual an Indemnified Party is otherwise a party thereto, and whether or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Section 3 are satisfied or the other transactions contemplated by this Agreement are consummated, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Personmisconduct. The Borrower Lender shall pay have no liability for any civil penalty indirect, special, consequential or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred punitive damages in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)any matter relating hereto. (c) The Borrowers' other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and each Arranger (including amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, to the extent actually incurred, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent as to its rights and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) responsibilities under this Agreement. The Borrower further agrees to pay on demand all reasonable costs and expenses of each Agent andexpenses, on and after if any (including, without limitation, to the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuingextent actually incurred, each Lender (including reasonable counsel fees and expenses of counsel to the AgentsAdministrative Agent and each of the Lenders), special Michigan counsel to incurred by the Lenders and, from and after such date, counsel for each Administrative Credit Agreement Agent or any Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Agreement and the other documents to be delivered hereunder, including, without limitation, to the extent actually incurred, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) The Borrowers jointly and severally agree to indemnify Borrower hereby indemnifies the Administrative Agent each Agent, each Arranger, each Issuing Bank, each Lender, Lender and each Related Party of any of the foregoing Persons their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSONIndemnified Party") against, from and hold each Indemnified Person harmless from, against any and all liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, costs and related expensesexpenses or disbursement of any kind and nature whatsoever (including, including without limitation, to the extent actually incurred, reasonable fees, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be imposed on, incurred by or asserted against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvances, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesshareholders or creditors, an Indemnified Party or any other Person, or any Environmental Liability related in any way to any Borrower an Indemnified Party is otherwise a party thereto, and whether or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article III are satisfied or the other transactions contemplated by this Agreement are consummated, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesliability, claimsobligation, damagesloss, liabilities damage, penalty, action, judgment, suit, cost, expense or related expenses are disbursement determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party's gross negligence or willful misconduct or breach of this Agreement. (c) If any payment of principal of, or Conversion or Continuation of, any Eurodollar Rate Advance is made other than on the last day of an Interest Period for such Advance, as a result of acceleration of the maturity of the outstanding Advances pursuant to Section 6.01 or for any other reason (other than a payment or Conversion pursuant to Section 2.13), the Borrower shall pay (subject to the last sentence of this Section 8.04(c)) to the Administrative Agent for the account of such Indemnified PersonLender 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, Continuation 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. The Borrower shall pay amounts owing to any civil penalty or fine assessed by Lender pursuant to this Section 8.04(c) within 10 days after receipt from such Lender of a certificate setting forth in reasonable detail the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions calculation of the Borrowers contrary amount such Lender is entitled to the representation made in Section 7.01(u). (c) The Borrowers' other obligations claim under this Section 11.04 8.04(c) (which certificate shall survive the repayment of be conclusive and binding for all amounts owing to the Lenderspurposes, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawabsent manifest error).

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to (i) reimburse pay on demand all reasonable costs and expenses of each the Administrative Agent in connection with the preparation, negotiation, syndication, execution and delivery of the Loan Documents and any proposed modification, amendment, waiver or consent relating to any Loan Document, including the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent with respect thereto and with respect to the administration of, and advising the Administrative Agent as to its rights and responsibilities under, this Agreement and the other Loan Documents. The Borrower further agrees to pay on demand all reasonable costs and expenses of the Administrative Agent and each Arranger Lender (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)Lender) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each the Administrative Agent, each Arranger, each the Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON"“Indemnified Person”) against, and hold each Indemnified Person harmless from, any and all losses, claims, penalties, judgments, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified PersonPerson (whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding), incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Loan, Letter of Credit or other Extension of Credit or the use or proposed use of the proceeds therefromtherefrom (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 any Hazardous Substance on or from any property owned or operated by any the Borrower or any of its SubsidiariesAffiliates, or any Environmental Liability related in any way to any the Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated hereinAffiliates, or (viv) 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 Indemnified Person is a party thereto; provided, provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, penalties, judgments, 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 wilful misconduct of such Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' other Borrower’s obligations under this Section 11.04 10.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks Bank and the Agents Administrative Agent under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 10.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to reimburse on demand (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each Arranger (including in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent as to its rights and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Documentresponsibilities under this Agreement, and (ii) to pay on demand all reasonable costs and expenses of each Agent andexpenses, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuingif any (including, each Lender (including without limitation, reasonable counsel fees and expenses of counsel to the AgentsAdministrative Agent and each of the Lenders), special Michigan counsel to incurred by the Lenders and, from and after such date, counsel for each Administrative Agent or any Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated. (bi) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, Lender and each Related Party of any of the foregoing Persons their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSON"“Indemnified Party”) against, from and hold each Indemnified Person harmless from, against any and all losses, direct claims, damages, losses, liabilities and related expensesexpenses (including, including the without limitation, reasonable fees, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or any other agreement in connection with or instrument contemplated hereby relating to this Agreement or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) thereby or any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvances, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesshareholders or creditors, an Indemnified Party or any other Person, or any Environmental Liability related in any way to any Borrower an Indemnified Party is otherwise a party thereto, and whether or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article 3 are satisfied or the other transactions contemplated by this Agreement are consummated, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesdirect claim, claimsdamage, damagesloss, liabilities liability or related expenses are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)misconduct. (c) The Borrowers' other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay on demand all costs and severally agree to expenses, if any (including, without limitation, reasonable counsel fees and expenses), of (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) Documents, the care and custody administration of any and all collateralthe Loan Documents, and any proposed modification, amendment, or consent relating to any Loan Document, thereto; and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuingAdministrative Agent, each Lender (including fees Arranger and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings proceed- ings or otherwise) of this Agreement, Agreement or the other Loan Documents and the other documents to be delivered hereunderNotes. (b) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify and hold each AgentLender, each Arranger, each Issuing Bankthe Administrative Agent and their respective officers, each Lenderdirectors, employees, professional advisors and each Related Party of any of the foregoing Persons affiliates (each such Person being called each, an "INDEMNIFIED PERSONIndemnified Person") against, harmless from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, costs or expenses (including reasonable attorney's fees and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by whether or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 not such Indemnified Person is named as a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be available claimed against any of them by any person or entity (except to the extent that such losses, claims, damages, liabilities losses, liabilities, costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arise from the gross negligence or willful misconduct of such the Indemnified Person. The Borrower shall pay any civil penalty ): (i) by reason of or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereofthe execution, as a result delivery or performance of acts or omissions any of the Borrowers contrary to Loan Documents or any transaction contemplated thereby, or the representation use by the Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (A) at, upon or under any property of the Borrower or any of its Affiliates or (B) by or on behalf of the Borrower or any of its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made in Section 7.01(u)by any governmental authority by reason of the execution and delivery of any of the Loan Documents. (c) The Borrowers' other Borrower's obligations under this Section 11.04 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 and shall survive as well the repayment of all amounts owing to the Lenders, the Issuing Banks Arrangers and the Agents Administrative Agent under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 10.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to (i) reimburse on within 30 days after demand all reasonable costs and expenses of each the Administrative Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndicationexecution, negotiationdelivery, execution administration, modification and delivery amendment of the Loan Documents and (B) the care other documents to be delivered hereunder, including, without limitation, the reasonable fees and custody out-of-pocket expenses of any counsel for the Administrative Agent with respect thereto and all collateral, with respect to advising the Administrative Agent as to its rights and any proposed modification, amendment, or consent relating to any responsibilities under the Loan Document, and (ii) Documents. The Borrower further agrees to pay on demand all reasonable costs and expenses of each Agent andexpenses, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuingif any (including, each Lender (including without limitation, reasonable counsel fees and expenses of counsel to the AgentsAdministrative Agent and each of the Lenders), special Michigan counsel to incurred by the Lenders and, from and after such date, counsel for each Administrative Agent or any Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) The Borrowers jointly and severally agree to indemnify each Borrower hereby indemnifies the Administrative Agent, each the Arranger, each Issuing Bank, each Lender, Lender and each Related Party of any of the foregoing Persons respective their Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSON"“Indemnified Party”) against, from and hold each Indemnified Person harmless from, against any and all lossescosts, claims, damages, losses, liabilities and related expensesexpenses (including, including the reasonable feeswithout limitation, charges fees and disbursements of any counsel for any Indemnified Personsubject to the proviso below), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or any other agreement in connection with or instrument contemplated hereby or thereby, the performance by the parties relating to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) thereby or any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromLoans, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesshareholders or creditors, an Indemnified Party or any other Person, or any Environmental Liability related in any way to any Borrower an Indemnified Party is otherwise a party thereto, and whether or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article III are satisfied or the other transactions contemplated by the Loan Documents are consummated, except to the extent such cost, claim, damage, loss, liability or expense is found by a final, nonappealable judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnified Party, or material breach of any Loan Document by such Indemnified Party or (y) disputes among such Indemnified Parties other than any claims against the Administrative Agent in its capacity or in fulfilling its role as agent with respect to this Agreement and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates; provided that, any legal expenses shall be limited to one counsel for all Indemnified Parties taken as a whole and if reasonably necessary, a single local counsel for all Indemnified Parties taken as a whole in each relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions) and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnified Parties similarly situated taken as a whole. The Borrower hereby further agrees that no Indemnified Party shall have any liability (whether based on direct or indirect, in contract, tort or otherwise) to the Borrower for or in connection with or relating to the Loan Documents or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Loans or any damages arising from the use by unintended recipients of any information or other theory and regardless of whether any Indemnified Person is a party thereto; providedmaterials distributed by it through telecommunications, that such indemnity shall notelectronic or other information transmission systems in connection with this Agreement or the transactions contemplated hereby, as to any Indemnified Person, be available except to the extent that such lossesdirect damages (as opposed to special, claimsindirect, damagesconsequential or punitive damages (including, liabilities without limitation, any loss of profits, business or related expenses anticipated savings)) are determined found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party’s gross negligence or willful misconduct misconduct; provided that nothing in this paragraph shall be deemed to constitute a waiver of any claim the Borrower may have, or to exculpate any Person from any liability that such Person may have to the Borrower, for breach by such Person of its obligations under this Agreement. In no event shall any Indemnified Party have any liability to the Borrower or any other Person for any indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) in connection with or relating to the Loan Documents or the transactions contemplated hereby. (c) If any payment of principal of, or Conversion or Continuation of, any Eurodollar Rate Loan is made other than on the last day of an Interest Period for such Loan, as a result of acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason (other than a payment or Conversion pursuant to Section 2.12), the Borrower shall pay (subject to the last sentence of this Section 8.04(c)) to the Administrative Agent for the account of such Indemnified PersonLender 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, Continuation 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 Loan. The Borrower shall pay amounts owing to any civil penalty or fine assessed by Lender pursuant to this Section 8.04(c) within 30 days after receipt from such Lender of a certificate setting forth in reasonable detail the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions calculation of the Borrowers contrary amount such Lender is entitled to the representation made in Section 7.01(u). (c) The Borrowers' other obligations claim under this Section 11.04 8.04(c) (which certificate shall survive the repayment of be conclusive and binding for all amounts owing to the Lenderspurposes, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawabsent manifest error).

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to (i) reimburse on demand all reasonable costs and expenses of each Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 8.02 or an Event of Default specified in Section 9.01(a8.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to indemnify each Agent, each Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' other obligations under this Section 11.04 10.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks Lenders and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 10.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to reimburse on demand (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each Arranger (including in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent as to its rights and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, responsibilities under this Agreement and (ii) to pay on demand all reasonable costs and expenses, if any (including the reasonable and documented fees and out-of-pocket expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a(x) shall have occurred and be continuing, each Lender (including fees and expenses of one counsel to the AgentsAdministrative Agent and each of the Lenders taken as a whole, special Michigan and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent and each of the Lenders andtaken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, from one additional counsel to all affected Lenders similarly situated and after such datetaken as a whole), counsel for each incurred by the Administrative Agent or any Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated. (bi) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, Lender and each Related Party of any of the foregoing Persons their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSON"“Indemnified Party”) against, from and hold each Indemnified Person harmless from, against any and all losses, direct claims, damages, losses, liabilities and related expensesexpenses (including, including the without limitation, reasonable fees, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or any other agreement in connection with or instrument contemplated hereby relating to this Agreement or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) thereby or any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvances, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesshareholders or creditors, an Indemnified Party or any other Person, or any Environmental Liability related in any way to any Borrower an Indemnified Party is otherwise a party thereto, and whether or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article 3 are satisfied or the other transactions contemplated by this Agreement are consummated, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesdirect claim, claimsdamage, damagesloss, liabilities liability or related expenses are determined expense (x) is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence or willful misconduct, or (y) results from a claim brought by the Borrower against an Indemnified Party for breach in bad faith, or a material breach, of such Indemnified Party’s express obligations hereunder or (z) arises out of, or result from, any investigation, litigation or proceeding that does not involve an act or omission by the Borrower or any of the Borrower’s Affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than in its capacity as the Administrative Agent, an Arranger, a Co-Syndication Agent or any other similar role with respect to the loan facility evidenced by this Agreement). (ii) The Borrower hereby further agrees that (i) no Indemnified Party shall have any liability to the Borrower for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, except to the extent such liability 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 and (ii) the Borrower will not assert any claim against the Administrative Agent or any Lender, any of such Indemnified Person. The Borrower shall pay their respective Affiliates, or any civil penalty of their respective directors, officers, employees, attorneys or fine assessed by agents, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or relating to this Agreement or the Office actual or proposed use of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)Advance. (c) The Borrowers' If any payment of principal of, or Conversion or Continuation of, any Eurodollar Rate Advance of a Lender is made on a day other obligations under this Section 11.04 shall survive than the repayment last day of all amounts owing to the Lendersan Interest Period for such Advance as a result of any optional or mandatory prepayment, the Issuing Banks and the Agents under the Loan Documents and the termination acceleration of the Commitments. If and maturity of the Advances pursuant to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable 6.01 or for any other reason, the Borrowers jointly and severally agree to make the maximum contribution Borrower shall pay to the payment Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses (other than loss of profit) which it may reasonably incur as a result of such payment, Continuation or Conversion and satisfaction thereof which is permissible under applicable lawthe liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Advance. A certificate as to the amount of such losses, costs and expenses, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to pay when due, in accordance with the terms hereof: (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) Collateral Agent in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) Documents, the care and custody administration of any and all collateralthe Loan Documents, and any proposed modification, amendment, or consent relating to any Loan Documentthereto (including, and (ii) to pay on demand all in each case, the reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the AgentsAdministrative Agent and the Collateral Agent) and the care and custody of, special Michigan counsel to or the Lenders andsale of, from collection from, or other realization upon, any and after such dateall Collateral; and (ii) all costs and expenses of the Administrative Agent, counsel for the Collateral Agent and each Lender (including the allocated costs all fees and expenses of in-house counsel)) in connection with the workoutenforcement, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) , of this Agreement, the other Loan Documents and the other documents to be delivered hereunderDocuments. (b) The Borrowers jointly and severally hereby agree to indemnify each and hold the Administrative Agent, each Arranger, each Issuing Bank, the Collateral Agent and each Lender, and each Related Party of any of the foregoing Persons its officers, directors, employees, professional advisors and affiliates (each such Person being called each, an "INDEMNIFIED PERSONIndemnified Person") against, harmless from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, costs or expenses (including reasonable attorney's fees and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by whether or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 not such Indemnified Person is named as a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be available claimed against any of them by any person or entity (except to the extent that such losses, claims, damages, liabilities losses, liabilities, costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arise from the gross negligence or willful misconduct of such the Indemnified Person. The Borrower shall pay any civil penalty ): (i) by reason of or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereofthe execution, as a result delivery or performance of acts the Loan Documents or omissions any transaction contemplated thereby, or the use by any Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (A) at, upon or under any property of either of the Borrowers contrary to or any of their respective Affiliates or (B) by or on behalf of either of the representation Borrowers or any of their respective Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made in Section 7.01(u)by any governmental authority by reason of the execution and delivery of the Loan Documents. (c) The Borrowers' other obligations under this Section 11.04 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents Lenders under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower the Borrowers under this Section 11.04 10.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their indemnification and similar obligations set forth in that certain Commitment Letter dated as of October 22, 1999 among the Borrowers, Citibank and Xxxxxxx Xxxxx Xxxxxx, Inc. (e) Each Borrower shall be liable for its pro rata share of any payment to be made by the Borrowers under this Section 10.04, such pro rata share to be determined on the basis of such Borrower's Fraction; provided, however, that if and to the extent that any such liabilities are reasonably determined by the Borrowers (subject to the approval of the Administrative Agent which approval shall not be unreasonably withheld) to be directly attributable to a specific Borrower, only such Borrower shall be liable for such payments. In the event that one Borrower fails to pay its portion of the payments to be made by the Borrowers under this Section 10.04, the other Borrower shall be liable for such payment; provided, however, that if and to the extent that any such payment is reasonably determined by the Borrowers (subject to the approval of the Administrative Agent which approval shall not be unreasonably withheld) to be directly attributable to a specific Borrower, only such Borrower shall be liable for such payments.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and each Arranger (including amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent as to its rights and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) responsibilities under this Agreement. The Borrower further agrees to pay on demand all reasonable costs and expenses of each Agent andexpenses, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuingif any (including, each Lender (including without limitation, reasonable counsel fees and expenses of counsel to the AgentsAdministrative Agent and each of the Lenders), special Michigan counsel to incurred by the Lenders and, from and after such date, counsel for each Administrative Agent or any Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Agreement and the other documents to be delivered hereunder., including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). Table of Contents (b) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each the Administrative Agent, each ArrangerCitigroup Global Markets Inc., each Issuing Bank, each Lender, Lender and each Related Party of any of the foregoing Persons their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSON"“Indemnified Party”) against, from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, losses, liabilities and related expensesexpenses (including, including the reasonable feeswithout limitation, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its shareholders or creditors, an Indemnified Party or any other agreement Person, or instrument an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in Article 3 are satisfied or the other transactions contemplated hereby or therebyby this Agreement are consummated, the performance by the parties except to the Loan Documents extent such claim, damage, loss, liability or expense results from such Indemnified Party’s gross negligence or willful misconduct. The Borrower also agrees not to assert any claim against the Administrative Agent, any Lender, any of their Affiliates, or any of their respective obligations thereunder directors, officers, employees, attorneys and agents, on any theory of liability, for consequential, indirect, special or the consummation punitive damages arising out of or otherwise relating to this Agreement or any of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit thereby or the use actual or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated hereinAdvances. The Borrower hereby further agrees that no Indemnified Party shall have any liability (whether direct or indirect, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on in contract, tort or otherwise) to the Borrower for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby or any other theory and regardless use made or proposed to be made with the proceeds of whether any Indemnified Person is a party thereto; providedthe Advances, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesliability is found in a final, claims, damages, liabilities or related expenses are determined non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)misconduct. (c) The Borrowers' If (i) any payment of principal of, or Conversion or Continuation of, any Eurodollar Rate Advance is made other obligations under this Section 11.04 shall survive than on the repayment last day of all amounts owing to the Lendersan Interest Period for such Advance as a result of any optional or mandatory prepayment, the Issuing Banks and the Agents under the Loan Documents and the termination acceleration of the Commitments. If and maturity of the Advances pursuant to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable 6.01 or for any other reason, the Borrowers jointly and severally agree to make the maximum contribution Borrower shall pay to the payment 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, Continuation or Conversion and satisfaction thereof which is permissible under applicable lawthe liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. A certificate as to the amount of such losses, costs and expenses, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to pay in accordance with the terms hereof: (i) reimburse on demand the Closing Date, all reasonable costs and expenses of each the Administrative Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents Documents, (ii) within five days after notification that the same is due, all costs and (B) expenses of the care and custody Administrative Agent relating to the administration of any and all collateralthe Loan Documents, and any proposed modification, amendment, or consent relating to any Loan Documentthereto (including, and (ii) to pay on demand all in each case, the reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the AgentsAdministrative Agent), special Michigan counsel or (iii) any Subsidiary Guaranty delivered to the Lenders andin accordance with Section 9.1(p) or release thereof in accordance with Section 12.13, from and after such date(iv) upon notification that the same is due, counsel for all costs and expenses of the Administrative Agent and each Lender (including the allocated costs all fees and expenses of in-house counsel)counsel for the Lender) in connection with the workoutenforcement, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) , of this Agreement, the other Loan Documents and the other documents to be delivered hereunderDocuments. (b) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each Agent, each Arranger, each Issuing Bank, each Lender, and hold the Administrative Agent and each Related Party of any of the foregoing Persons Lender and its officers, directors, employees, professional advisors and affiliates (each such Person being called each, an "INDEMNIFIED PERSON") against, harmless from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, costs or expenses (including reasonable attorney's fees and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by whether or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 not such Indemnified Person is named as a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be available claimed against any of them by any person or entity (except to the extent that such losses, claims, damages, liabilities losses, liabilities, costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arise from the gross negligence or willful misconduct of such the Indemnified Person. The Borrower shall pay any civil penalty ): (i) by reason of or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereofthe execution, as a result of acts delivery or omissions performance of the Borrowers contrary Loan Documents or any transaction contemplated thereby, or the use by the Borrower of the proceeds of any Advance or Letter of Credit; (ii) in connection with or resulting from any actual or alleged violation of or liability arising in any manner under any Environmental Law, and related in any manner, directly or indirectly, to the representation Loan Parties, any of the Affiliates, the Properties or the transactions contemplated by this Agreement, including without limitation the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1) at, upon or under any property of the Borrower or any of its Affiliates or (2) by or on behalf of the Borrower or any of its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made in Section 7.01(u)by any governmental authority by reason of the execution and delivery of the Loan Documents. (c) The Borrowers' other Borrower's obligations under this Section 11.04 12.4 shall survive the assignment by any Lender pursuant to Section 12.7 hereof and shall survive as well the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents Lenders under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 12.4 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to Each Borrower shall pay (i) reimburse on demand all reasonable costs and out-of-pocket expenses of each incurred by the Administrative Agent and each Arranger (the Agent-Related Persons, including reasonable fees and expenses of counsel to the Agents) Attorney Costs, in connection with (A) the preparation, syndication, negotiation, execution and delivery syndication of the Loan Documents credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (B) whether or not the care and custody of any and all collateral, and any proposed modification, amendment, transactions contemplated hereby or consent relating to any Loan Documentthereby shall be consummated), and (ii) to pay on demand all reasonable costs out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and expenses disbursements of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, any counsel for each Lender (including the allocated costs and expenses of in-house counsel)) Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) negotiations in respect of this Agreement, the other Loan Documents and the other documents to be delivered hereundersuch Loans. (b) The Borrowers jointly and severally agree to Each Borrower shall indemnify each Agent, each Arranger, each Issuing Bank, each Lender, the Administrative Agent and each Related Party Lender and the directors, officers, employees, agents, advisors and Affiliates of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON"“Indemnitee”) against, and hold each Indemnified Person 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 Indemnified PersonIndemnitee, incurred by or asserted against any Indemnified Person Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Loan made to such Borrower or any Letter of its Subsidiaries, Credit as to which such Borrower was the Applicant or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated hereinCo-Applicant, or (vii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingthereto, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person Indemnitee is a party theretothereto (the “Indemnified Liabilities”); provided, provided that such indemnity shall not, as to any Indemnified PersonIndemnitee, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)Indemnitee. (c) To the extent that the Borrowers fail to pay any amount required to be paid by them to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, in its capacity as such. (d) To the extent permitted by applicable law, the Borrowers shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, any Letter of Credit or the use of the proceeds thereof. (e) No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. (f) The Borrowers' other obligations under agreements in this Section 11.04 shall survive the repayment resignation of all amounts owing to the LendersAdministrative Agent, the Issuing Banks and the Agents under the Loan Documents and replacement of any Lender, the termination of the Commitments. If Aggregate Commitments and to the extent that repayment, satisfaction or discharge of all the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawother Obligations.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to (i) reimburse on demand all reasonable costs and expenses of each Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) Borrower agrees to pay on demand all reasonable costs and expenses of each the Administrative Agent andin connection with the preparation, negotiation, syndication, execution and delivery of the Loan Documents and any proposed modification, amendment, waiver or consent relating to any Loan Document, including the reasonable fees and disbursements of external counsel to the DC1 - 221047.18 Administrative Agent with respect thereto and with respect to the administration of, and advising the Administrative Agent as to its rights and responsibilities under, this Agreement and the other Loan Documents. The Borrower further agrees to pay on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees demand all costs and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from Administrative Agent and after such date, counsel for each Lender (including the allocated costs fees and expenses disbursements of in-house counsel)external counsel to the Administrative Agent and counsel for each Lender) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSONIndemnified Person") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any external counsel for any Indemnified PersonPerson (whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding), incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Loan, Letter of Credit or other Extension of Credit or the use or proposed use of the proceeds therefromtherefrom (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 comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any the Borrower or any of its SubsidiariesAffiliates, or any Environmental Liability related in any way to any the Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated hereinAffiliates, or (viv) 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 Indemnified Person is a party theretotheory; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 bad faith, gross negligence or willful wilful misconduct of such Indemnified Person. The Borrower shall pay Each party to this Agreement agrees not to assert any civil penalty claim for special, indirect, consequential or fine assessed by the Office of Foreign Assets Control punitive damages against any Indemnified Person other party hereto or any of its Affiliates, or any of its officers, directors, employees, agents and all reasonable costs and expenses (including reasonable fees and expenses controlling persons, on any theory of counsel liability, arising out of or otherwise relating to such Indemnified Persons) incurred in connection with defense thereofthe Promissory Notes, as a result of acts this Agreement, any other Loan Document or omissions any other documents related thereto, any of the Borrowers contrary to transactions contemplated herein or the representation made in Section 7.01(u)actual or proposed use of the proceeds of the Loans. (c) The Borrowers' other Borrower's obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks Bank and the Agents Administrative Agent under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law., which contribution shall in any event not exceed the amount that the Borrower would otherwise have been obligated to pay under this Section 11.04. DC1 - 221047.18

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to (i) reimburse on within 30 days after demand all reasonable costs and expenses of each the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and each Arranger (including amendment of this Agreement, the Notes and the other documents to be delivered hereunder, includ ing, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent as to its rights and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) responsibilities under this Agreement. The Borrower further agrees to pay on demand all reasonable costs and expenses of each Agent andexpenses, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuingif any (including, each Lender (including without limitation, reasonable counsel fees and expenses of counsel to the AgentsAdministrative Agent and each of the Lenders), special Michigan counsel to incurred by the Lenders and, from and after such date, counsel for each Administrative Agent or any Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, Credit Agreement ---------------- - 56 - legal proceedings or otherwise) of this Agreement, the other Loan Documents Notes and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 9.04(a). (b) The Borrowers jointly and severally agree to indemnify each Borrower hereby indemnifies the Administrative Agent, each ArrangerCiticorp Securities, Inc., each Issuing Bank, each Lender, Lender and each Related Party of any of the foregoing Persons respective their Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSONIndemnified Party") against, from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, ----------------- losses, liabilities and related expensesexpenses (including, including the reasonable feeswithout limitation, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or any other agreement in connection with or instrument contemplated hereby or therebyrelating to this Agreement, the performance by the parties to the Loan Documents of their respective obligations thereunder Notes or the consummation of the transactions contemplated hereby or thereby, (ii) thereby or any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvances, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesshareholders or creditors, an Indemnified Party or any other person, or any Environmental Liability related in any way to any Borrower an Indemnified Party is otherwise a party thereto, and whether or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article III are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such claim, damage, loss, liability or expense results from such Indemnified Party's negligence or willful misconduct, or from a violation by such Indemnified Party of any law, order, regulation or agreement to which such Indemnified Party or its properties is subject, or from a breach of this Agreement. The Borrower hereby further agrees that no Indemnified Party shall have any liability (whether based on direct or indirect, in contract, tort or otherwise) to the Borrower for or in connection with or relating to this Agreement, the Notes or the transactions contemplated hereby or thereby or any other theory and regardless use made or proposed to be made with the proceeds of whether any Indemnified Person is a party thereto; providedthe Advances, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesliability is found in a final, claims, damages, liabilities or related expenses are determined non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross such Indemnified Party's negligence or willful misconduct misconduct; provided that nothing in this paragraph shall be deemed to -------- constitute a waiver of any claim the Borrower may have, or to exculpate any person from any liability that such person may have to the Borrower, for breach by such person of its obligations under this Agreement. (c) If any payment of principal of, or Conversion or Continuation of, any Eurodollar Rate Advance is made other than on the last day of an Interest Period for such Advance, as a result of acceleration of the maturity of the Notes pursuant to Article VII or for any other reason (other than a payment or Credit Agreement ---------------- Conversion pursuant to Section 2.13), the Borrower shall pay (subject to the last sentence of this Section 9.04(c)) to the Administrative Agent for the account of such Indemnified PersonLender 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, Continuation 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. The Borrower shall pay amounts owing to any civil penalty or fine assessed by Lender pursuant to this Section 9.04(c) within 30 days after receipt from such Lender of a certificate setting forth in reasonable detail the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions calculation of the Borrowers contrary amount such Lender is entitled to the representation made in Section 7.01(u). (c) The Borrowers' other obligations claim under this Section 11.04 9.04(c) (which certificate shall survive the repayment of be conclusive and binding for all amounts owing to the Lenderspurposes, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawabsent manifest error).

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to (i) reimburse on demand all reasonable costs and expenses of each Agent and each Arranger the Arrangers (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each Agent, each Arranger, each Issuing Bankthe Arrangers, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any the Borrower or any of its Subsidiaries, or (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' Borrower's other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks Lenders and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to pay on demand (i) reimburse on demand all reasonable out-of- pocket costs and expenses of each the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents including, without limitation, the reasonable and documented fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special New York counsel to the Administrative Agent, whether or not any of the transactions contemplated by this Agreement are consummated, and the reasonable and documented fees and expenses of counsel for the Administrative Agent, with respect to advising the Administrative Agent as to its rights and responsibilities, or the protection or preservation of rights or interests, under the Loan Documents, and (ii) all documented costs and expenses of the Administrative Agent and each Arranger the Lenders in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including including, without limitation, the reasonable fees and expenses of counsel to for the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counselwith respect thereto)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree Borrower agrees to indemnify each Agent, each Arranger, each Issuing Bank, each Lender, and hold harmless the Administrative Agent and each Related Party Lender and each of any of the foregoing Persons their Affiliates and their officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSONIndemnified Party") against, from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, losses, ------------------ liabilities and related expensesexpenses (including, including the without limitation, reasonable fees, charges fees and disbursements expenses of any counsel for any Indemnified Person, counsel) that may be incurred by or asserted or awarded against any Indemnified Person Party (other than a claim by a Lender against another Lender or the Administrative Agent or by the Administrative Agent against a Lender), in each case arising out of the entering into and performance of the Loan Documents, the preparation for a defense of, in connection withany investigation, litigation or as a result of (i) the execution or delivery of any Loan Document proceeding arising therefrom or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the other transactions contemplated hereby or thereby, (ii) any Loan in each case whether or other Extension of Credit not such investigation, litigation or proceeding is brought by the use Borrower, its directors, shareholders or proposed use of the proceeds therefrom, (iii) any actual creditors or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower an Indemnified Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person Party is otherwise a party thereto; providedthereto and whether or not the transactions contemplated hereby or thereby are consummated, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross such Indemnified Party's negligence or willful misconduct of such Indemnified Personmisconduct. The Borrower shall pay any civil penalty or fine assessed by also agrees that the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereofAdministrative Agent, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks their Affiliates and the Agents under the Loan Documents and the termination their respective directors, officers, employees, attorneys, agents or representatives shall have no liability on any theory of the Commitments. If and liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.transactions Credit Agreement ----------------

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to (i) reimburse on demand all reasonable All costs and expenses of each the Liquidity Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) Liquidity Bank in connection with the workoutpreparation, restructuring or enforcement (whether through negotiationsexecution, legal proceedings or otherwise) delivery, modification, and amendment of this Agreement, the other Loan Transaction Documents and the other documents to be delivered hereunder. hereunder and thereunder (b) whether incurred prior to the date hereof or after the date hereof in connection with any amendment, waiver, consent or re-commitment), including, without limitation, the fees and out-of-pocket expenses of counsel shall be for the Liquidity Agent's or such Liquidity Bank's own account and shall not be payable by the Liquidity Borrower. The Borrowers jointly Liquidity Borrower agrees to pay on demand all costs and severally agree expenses, subject to the provisions of Section 8.08 hereof, if any (including, without limitation, reasonable counsel fees and expenses), of the Liquidity Agent and each Liquidity Bank in connection with the enforcement of this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). The Liquidity Borrower further agrees to indemnify each the Liquidity Agent, each ArrangerLiquidity Bank and each of their respective affiliates, each Issuing Bankcontrol persons, each Lenderofficers, directors, shareholders, employees, and each Related Party of any of the foregoing Persons agents (each such Person being called an "INDEMNIFIED PERSONIndemnified Party") against), from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, and related expenses, including the (including, without limitation, reasonable fees, charges fees and disbursements of counsel) for which any counsel for any Indemnified Person, of them may become liable or which may be incurred by or asserted against any Indemnified Person of them in connection with the 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 withwith the transactions described herein whether or not any Indemnified Party or the Liquidity Borrower is a party thereto, including, without limitation, any transaction in which any proceeds of any Liquidity Borrowing are or are proposed to be applied; provided, however, that the Liquidity Borrower shall not be liable for any portion of such claims, damages, losses, liabilities, or expenses resulting from such Indemnified Party's gross negligence or willful misconduct. Without prejudice to the survival of any other agreement of the Liquidity Borrower hereunder, the agreements and obligations of the Liquidity Borrower contained in this Section 8.04(a) shall survive the termination of this Agreement. (b) Notwithstanding anything to the contrary contained herein, if any Liquidity Borrowing comprising Eurodollar Rate Advances requested pursuant to Section 2.03 or any Conversion into or Continuation of Eurodollar Rate Advances requested pursuant to Section 2.08 is not for any reason whatsoever (including, without limitation, the occurrence of a Liquidity Event of Default described in Section 6.01(d)) made on the date specified in the relevant Notice of Liquidity Borrowing or Notice of Conversion/Continuation, as the case may be, or if any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made on a day other than the last day of the Liquidity Interest Period with respect to such Eurodollar Rate Advance (including, without limitation, pursuant to a mandatory conversion under Section 2.13), the Liquidity Borrower shall, upon demand by any Liquidity Bank (with a copy of such demand to the Liquidity Agent), pay to the Liquidity Agent for the account of such Liquidity Bank any amounts required to compensate such Liquidity Bank for any additional losses, costs, or expenses which it may reasonably incur as a result of such failure, payment, or Continuation or Conversion, including, without limitation, any loss (i) the execution or delivery including those of any Loan Document or any other agreement or instrument contemplated hereby or therebyanticipated profits, the performance by the parties to the Loan Documents net of their respective obligations thereunder or the consummation anticipated profits in respect of the transactions contemplated hereby reemployment of such funds in the manner determined by such Liquidity Bank), cost or thereby, (ii) any Loan expense incurred by reason of the liquidation or reemployment of deposits or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated funds acquired by any Borrower Liquidity Bank to fund or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, that maintain such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)Advance. (c) The Borrowers' other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each the Arranger (including in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent as to its rights and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) responsibilities under this Agreement. The Borrower further agrees to pay on demand all reasonable costs and expenses of each Agent andexpenses, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuingif any (including, each Lender (including without limitation, reasonable counsel fees and expenses of counsel to the AgentsAdministrative Agent and each of the Lenders), special Michigan counsel to incurred by the Lenders and, from and after such date, counsel for each Administrative Agent or any Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated. (b) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each the Administrative Agent, each ArrangerXxxxxxx Xxxxx Barney Inc., each Issuing Bank, each Lender, Lender and each Related Party of any of the foregoing Persons their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSON"“Indemnified Party”) against, from and hold each Indemnified Person harmless from, against any and all losses, direct claims, damages, losses, liabilities and related expensesexpenses (including, including the without limitation, reasonable fees, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or any other agreement in connection with or instrument contemplated hereby relating to this Agreement or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) thereby or any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvances, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesshareholders or creditors, an Indemnified Party or any other Person, or any Environmental Liability related in any way to any Borrower an Indemnified Party is otherwise a party thereto, and whether or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article 3 are satisfied or the other transactions contemplated by this Agreement are consummated, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesdirect claim, claimsdamage, damagesloss, liabilities liability or related expenses are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party's gross negligence or willful misconduct of such Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)misconduct. (c) The Borrowers' other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to pay when due, in accordance with the terms hereof: (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) Documents, the care and custody administration of any and all collateralthe Loan Documents, and any proposed modification, amendment, or consent relating to any Loan Documentthereto (including, and (ii) to pay on demand all in each case, the reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the AgentsAdministrative Agent); (ii) all customary and reasonable charges, special Michigan costs and expenses of each Fronting Bank in connection with the issuance, transfer, modification or amendment of any Letter of Credit (including, in each case, the reasonable fees and expenses of counsel to such Fronting Bank); and (iii) all costs and expenses of the Lenders andAdministrative Agent, from each Fronting Bank and after such date, counsel for each Lender (including the allocated costs all fees and expenses of in-house counsel)) in connection with the workoutenforcement, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) , of this Agreement, the other Loan Documents and the other documents to be delivered hereunderDocuments. (b) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify and hold each Person identified on the cover page of this Agreement as a “Joint Lead Arranger”, the “Syndication Agent” and a “Documentation Agent”, and the Administrative Agent, each Arranger, each Issuing Bank, Fronting Bank and each Lender, and each Related Party of any of the foregoing Persons its officers, directors, employees, professional advisors and affiliates (each such Person being called each, an "INDEMNIFIED PERSON"“Indemnified Person”) against, harmless from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, costs or expenses (including settlement costs and related reasonable attorney’s fees and expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by whether or asserted against any not such Indemnified Person arising out of, in connection with, or is named as a result of (i) the execution party to any proceeding or delivery of investigation or is otherwise subjected to judicial or legal process arising from any Loan Document such proceeding or any other agreement investigation and whether or instrument contemplated hereby not such proceeding or thereby, the performance investigation is brought by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower Affiliates or any of its Subsidiariestheir respective directors, (iv) the use of the Platform as contemplated hereinsecurityholders or creditors, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort an Indemnified Person or any other theory and regardless Person) that any of whether them may incur or that may be claimed against any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to of them by any Indemnified Person, be available person or entity (except to the extent that such losses, claims, damages, liabilities losses, liabilities, costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arise from the gross negligence or willful misconduct of such the Indemnified Person. The Borrower shall pay any civil penalty ): (i) by reason of or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereofthe execution, as a result of acts delivery or omissions performance of the Borrowers contrary to Loan Documents or any transaction contemplated thereby, or the representation use by the Borrower of the proceeds of any Advance, or the issuance of, or the use by the Borrower of, or the use by any Beneficiary of the proceeds of, any Letter of Credit; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (A) at, upon or under any property of the Borrower or any of its Affiliates or (B) by or on behalf of the Borrower or any of its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made in Section 7.01(u)by any governmental authority by reason of the execution and delivery of the Loan Documents. (c) The Borrowers' other Borrower’s obligations under this Section 11.04 shall survive the assignment by any Lender pursuant to Section 10.07 and shall survive as well the repayment of all amounts owing to the Lenders, the Issuing Banks Lenders and the Agents Fronting Banks under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrower’s obligations under this Section are in addition to and shall not be deemed to supersede its indemnification and similar obligations set forth in that certain Commitment Letter, dated August 23, 2010, among the Borrower, Union Bank, JPMorgan Chase, X.X. Xxxxxx Securities, Inc., Citigroup Global Markets Inc. and Barclays.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to Each Borrower shall pay (i) reimburse on demand all reasonable costs and out-of-pocket expenses of each incurred by the Administrative Agent and each Arranger (the Agent-Related Persons, including reasonable fees and documented out-of-pocket fees, expenses and disbursements of counsel to the Agents) one law firm, in connection with (A) the syndication of the credit facilities provided for herein, the preparation, syndicationdue diligence, negotiationclosing and administration of this Agreement or any amendments, execution and delivery modifications or waivers of the Loan Documents and provisions hereof (B) whether or not the care and custody of any and all collateral, and any proposed modification, amendment, transactions contemplated hereby or consent relating to any Loan Documentthereby shall be consummated), and (ii) to pay on demand all reasonable costs out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and expenses disbursements of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, any counsel for each Lender (including the allocated costs and expenses of in-house counsel)) Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or enforcement (whether through negotiations, legal proceedings negotiations in respect of such Loans or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunderL/C Obligations. (b) The Borrowers jointly and severally agree to Each Borrower shall indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, any Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender and each Related Party the directors, officers, employees, agents, advisors and Affiliates of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON"“Indemnitee”) against, and hold each Indemnified Person Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, penalties and related expensesexpenses (including, including without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of any one counsel for any Indemnified Personthe Indemnitees, unless the Indemnitees have conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses shall include the reasonable and documented out-of-pocket fees, charges and disbursements of no more than such number of counsels as are necessary to represent such conflicting interests) incurred by any Indemnitee or asserted against any Indemnified Person Indemnitee 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 other agreement or instrument contemplated hereby or thereby, or the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated hereby or therebythereunder, (ii) any Loan or other Extension Letter of Credit or the use or proposed use of the proceeds therefrom, therefrom (iii) including any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated refusal by any Borrower Fronting L/C Issuer, the Several L/C Agent or any Limited Fronting Lender to honor a demand for payment under a Letter of its Subsidiaries, or any Environmental Liability related Credit if the documents presented in any way to any Borrower or any connection with such demand do not strictly comply with the terms of its Subsidiaries, (iv) the use such Letter of the Platform as contemplated hereinCredit), or (viii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, and regardless of whether any Indemnified Person Indemnitee is a party theretothereto (collectively, the “Indemnified Liabilities”); provided, provided that such indemnity shall not, as to any Indemnified PersonIndemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, penalties or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from a breach in bad faith by an Indemnitee in any material respect of such Indemnitee’s obligations hereunder or under any other Loan Document, or (z) result from any action, suit, proceeding or claim solely among Indemnitees brought by any Indemnitee against any other Indemnitee (other than such other Indemnitee acting in its capacity as Administrative Agent, a Fronting L/C Issuer, the Several L/C Agent and/or a Limited Fronting Lender to the extent otherwise entitled to be indemnified hereunder) that does not involve an act or omission (or alleged act or omission) by the Borrowers or any of the Borrowers’ Affiliates. (c) To the extent that the Borrowers fail to pay any amount required to be paid by them to the Administrative Agent under paragraph (a) or (b) of this Section 10.05, each Lender severally agrees to pay to the Administrative Agent such Xxxxxx’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, in its capacity as such. (d) To the extent permitted by applicable law, the Borrowers shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, any Letter of Credit or the use of the proceeds thereof. (e) No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, Syndtrak, ClearPar or other similar information transmission systems in connection with this Agreement, other than direct or actual damages determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)Indemnitee. (cf) The Borrowers' other obligations under agreements in this Section 11.04 shall survive the repayment resignation of all amounts owing to the LendersAdministrative Agent, the Issuing Banks and the Agents under the Loan Documents and replacement of any Lender, the termination of the Commitments. If Aggregate Commitments and to the extent that repayment, satisfaction or discharge of all the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawother Obligations.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to (i) reimburse on demand pay, promptly after delivery to the Borrowers of a reasonably detailed statement therefor, all reasonable costs and expenses of each the Administrative Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, negotiation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, waiver or consent relating to any Loan Document, including the reasonable fees and (ii) disbursements of counsel to pay on demand the Administrative Agent with respect thereto and with respect to the administration of, and advising the Administrative Agent as to its rights and responsibilities under, this Agreement and the other Loan Documents. The Borrowers further agree to pay, promptly after delivery to the Borrowers of a reasonably detailed statement therefor, all reasonable costs and expenses of each Agent andthe Administrative Agent, on the Issuing Banks and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs fees and expenses disbursements of in-house counsel)counsel to the Administrative Agent, counsel for each Issuing Bank and counsel for each Lender) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Each Borrower shall indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON"“Indemnified Person”) against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified PersonPerson (whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding), incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Loan, Letter of Credit or other Extension of Credit to such Borrower or the use or proposed use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of any Hazardous Substance Materials on or from any property owned or operated by any such Borrower or any of its SubsidiariesAffiliates, or any Environmental Liability related in any way to any such Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated hereinAffiliates, or (viv) 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 Indemnified Person is a party theretotheory; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' To the extent permitted by applicable law, the Borrowers shall not assert, and each Borrower hereby waives, any claim against any Indemnified Person, 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, any Loan or Letter of Credit or the use of the proceeds thereof. (d) Each Borrower’s obligations under this Section 11.04 12.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks Banks, the Arrangers and the Agents Administrative Agent under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any a Borrower under this Section 11.04 12.04 are unenforceable for any reason, the Borrowers jointly and severally agree such Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law, which contribution shall in any event not exceed the amount that such Borrower would otherwise have been obligated to pay under this Section 12.04.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to Each Borrower shall pay (i) reimburse on demand all reasonable costs and out-of-pocket expenses of each incurred by the Administrative Agent and each Arranger (the Agent-Related Persons, including reasonable fees and expenses of counsel to the Agents) Attorney Costs, in connection with (A) the preparation, syndication, negotiation, execution and delivery syndication of the Loan Documents credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (B) whether or not the care and custody of any and all collateral, and any proposed modification, amendment, transactions contemplated hereby or consent relating to any Loan Documentthereby shall be consummated), and (ii) to pay on demand all reasonable costs out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and expenses disbursements of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, any counsel for each Lender (including the allocated costs and expenses of in-house counsel)) Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) negotiations in respect of this Agreement, the other Loan Documents and the other documents to be delivered hereundersuch Loans. (b) The Borrowers jointly and severally agree to Each Borrower shall indemnify each Agent, each Arranger, each Issuing Bank, each Lender, the Administrative Agent and each Related Party Lender and the directors, officers, employees, agents, advisors and Affiliates of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSONIndemnitee") against, and hold each Indemnified Person 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 Indemnified PersonIndemnitee, incurred by or asserted against any Indemnified Person Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower Loan or any Letter of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated hereinCredit, or (vii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingthereto, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person Indemnitee is a party theretothereto (the "Indemnified Liabilities"); provided, provided that such indemnity shall not, as to any Indemnified PersonIndemnitee, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)Indemnitee. (c) To the extent that the Borrowers fail to pay any amount required to be paid by them to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender's Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, in its capacity as such. (d) To the extent permitted by applicable law, the Borrowers shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, any Letter of Credit or the use of the proceeds thereof. (e) No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. (f) The Borrowers' other obligations under agreements in this Section 11.04 shall survive the repayment resignation of all amounts owing to the LendersAdministrative Agent, the Issuing Banks and the Agents under the Loan Documents and replacement of any Lender, the termination of the Commitments. If Aggregate Commitments and to the extent that repayment, satisfaction or discharge of all the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawother Obligations.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to (i) reimburse on demand all reasonable costs and expenses of each Agent and each the Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 8.02 or an Event of Default specified in Section 9.01(a8.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, 66 restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each Agent, each the Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower CMS Energy or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower CMS Energy or any of its Subsidiaries, or (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' Borrower's other obligations under this Section 11.04 10.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks Lenders and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 10.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to (i) reimburse on demand all reasonable costs and expenses of each Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) Borrower agrees to pay on demand all reasonable costs and expenses of each Agent andin connection with the preparation, negotiation, syndication, execution and delivery of the Loan Documents and any proposed modification, amendment, waiver or consent relating to any Loan Document, including the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent and the Syndication Agent with respect thereto and with respect to the administration of, and advising the Administrative Agent as to its rights and responsibilities under, this Agreement and the other Loan Documents. The Borrower further agrees to pay on demand all reasonable costs and after expenses of the date upon which the principal amount outstanding hereunder becomes or is declared to be due Administrative Agent and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including reasonable fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from Administrative Agent and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)Lender) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each Agent, each Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON"“Indemnified Person”) against, and hold each Indemnified Person harmless from, any and all losses, claims, penalties, judgments, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified PersonPerson (whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding), incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Loan, Letter of Credit or other Extension of Credit or the use or proposed use of the proceeds therefromtherefrom (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 any Hazardous Substance on or from any property owned or operated by any the Borrower or any of its SubsidiariesAffiliates, or any Environmental Liability related in any way to any the Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated hereinAffiliates, or (viv) 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 Indemnified Person is a party thereto; provided, provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, penalties, judgments, 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 wilful misconduct of such Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' other Borrower’s obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to (i) reimburse on demand pay, promptly after delivery to the Borrower of a reasonably detailed statement therefor, all reasonable costs and expenses of each the Administrative Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, negotiation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, waiver or consent relating to any Loan Document, including the reasonable fees and (ii) disbursements of counsel to pay on demand the Administrative Agent with respect thereto and with respect to the administration of, and advising the Administrative Agent as to its rights and responsibilities under, this Agreement and the other Loan Documents. The Borrower further agrees to pay, promptly after delivery to the Borrower of a reasonably detailed statement therefor, all reasonable costs and expenses of each the Administrative Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs fees and expenses disbursements of in-house counsel)counsel to the Administrative Agent and counsel for each Lender) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON"“Indemnified Person”) against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified PersonPerson (whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding), incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance Materials on or from any property owned or operated by any the Borrower or any of its SubsidiariesAffiliates, or any Environmental Liability related in any way to any the Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated hereinAffiliates, or (viv) 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 Indemnified Person is a party theretotheory; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) To the extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnified Person, 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, any Loan or the use of the proceeds thereof. (d) The Borrowers' other Borrower’s obligations under this Section 11.04 12.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks Lenders and the Agents Administrative Agent under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 12.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law, which contribution shall in any event not exceed the amount that the Borrower would otherwise have been obligated to pay under this Section 12.04.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and each Arranger (including amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, to the extent actually incurred, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent as to its rights and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) responsibilities under this Agreement. The Borrower further agrees to pay on demand all reasonable costs and expenses of each Agent andexpenses, on and after if any (including, without limitation, to the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuingextent actually incurred, each Lender (including reasonable counsel fees and expenses of counsel to the AgentsAdministrative Agent and each of the Lenders), special Michigan counsel to incurred by the Lenders and, from and after such date, counsel for each Administrative Agent or any Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Agreement and the other documents to be delivered hereunder, including, without limitation, to the extent actually incurred, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). (b) The Borrowers jointly and severally agree to indemnify Borrower hereby indemnifies the Administrative Agent each Agent, each Arranger, each Issuing Bank, each Lender, Lender and each Related Party of any of the foregoing Persons their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSONIndemnified Party") against, from and hold each Indemnified Person harmless from, against any and all liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, costs and related expensesexpenses or disbursement of any kind and nature whatsoever (including, including without limitation, to the extent actually incurred, reasonable fees, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be Credit Agreement imposed on, incurred by or asserted against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvances, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesshareholders or creditors, an Indemnified Party or any other Person, or any Environmental Liability related in any way to any Borrower an Indemnified Party is otherwise a party thereto, and whether or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article III are satisfied or the other transactions contemplated by this Agreement are consummated, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesliability, claimsobligation, damagesloss, liabilities damage, penalty, action, judgment, suit, cost, expense or related expenses are disbursement determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party's gross negligence or willful misconduct or breach of this Agreement. (c) If any payment of principal of, or Conversion or Continuation of, any Eurodollar Rate Advance is made other than on the last day of an Interest Period for such Advance, as a result of acceleration of the maturity of the outstanding Advances pursuant to Section 6.01 or for any other reason (other than a payment or Conversion pursuant to Section 2.13), the Borrower shall pay (subject to the last sentence of this Section 8.04(c)) to the Administrative Agent for the account of such Indemnified PersonLender 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, Continuation 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. The Borrower shall pay amounts owing to any civil penalty or fine assessed by Lender pursuant to this Section 8.04(c) within 10 days after receipt from such Lender of a certificate setting forth in reasonable detail the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions calculation of the Borrowers contrary amount such Lender is entitled to the representation made in Section 7.01(u). (c) The Borrowers' other obligations claim under this Section 11.04 8.04(c) (which certificate shall survive the repayment of be conclusive and binding for all amounts owing to the Lenderspurposes, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawabsent manifest error).

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to reimburse on demand (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each Arranger (including in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent as to its rights and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Documentresponsibilities under this Agreement, and (ii) to pay on demand all reasonable costs and expenses of each Agent andexpenses, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuingif any (including, each Lender (including without limitation, reasonable counsel fees and expenses of counsel to the AgentsAdministrative Agent and each of the Lenders), special Michigan counsel to incurred by the Lenders and, from and after such date, counsel for each Administrative Agent or any Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated. (bi) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, Lender and each Related Party of any of the foregoing Persons their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSON"“Indemnified Party”) against, from and hold each Indemnified Person harmless from, against any and all losses, direct claims, damages, losses, liabilities and related expensesexpenses (including, including the without limitation, reasonable fees, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or any other agreement in connection with or instrument contemplated hereby relating to this Agreement or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) thereby or any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvances, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesshareholders or creditors, an Indemnified Party or any other Person, or any Environmental Liability related in any way to any Borrower an Indemnified Party is otherwise a party thereto, and whether or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article 3 are satisfied or the other transactions contemplated by this Agreement are consummated, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesdirect claim, claimsdamage, damagesloss, liabilities liability or related expenses are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (ii) The Borrower hereby further agrees that (i) no Indemnified Party shall have any liability to the Borrower for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, except to the extent such liability 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 and (ii) the Borrower will not assert any claim against the Administrative Agent or any Lender, any of such Indemnified Person. The Borrower shall pay their respective Affiliates, or any civil penalty of their respective directors, officers, employees, attorneys or fine assessed by agents, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or relating to this Agreement or the Office actual or proposed use of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)Advance. (c) The Borrowers' If any payment of principal of, or Conversion or Continuation of, any Eurodollar Rate Advance of a Lender is made on a day other obligations under this Section 11.04 shall survive than the repayment last day of all amounts owing to the Lendersan Interest Period for such Advance as a result of any optional or mandatory prepayment, the Issuing Banks and the Agents under the Loan Documents and the termination acceleration of the Commitments. If and maturity of the Advances pursuant to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable 6.01 or for any other reason, the Borrowers jointly and severally agree to make the maximum contribution Borrower shall pay to the payment Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses (other than loss of profit) which it may reasonably incur as a result of such payment, Continuation or Conversion and satisfaction thereof which is permissible under applicable lawthe liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Advance. A certificate as to the amount of such losses, costs and expenses, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to (i) reimburse on demand pay, promptly after delivery to the Borrowers of a reasonably detailed statement therefor, all reasonable costs and expenses of each the Administrative Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, negotiation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, waiver or consent relating to any Loan Document, including the reasonable fees and (ii) disbursements of counsel to pay on demand the Administrative Agent with respect thereto and with respect to the administration of, and advising the Administrative Agent as to its rights and responsibilities under, this Agreement and the other Loan Documents. The Borrowers further agree to pay, promptly after delivery to the Borrowers of a reasonably detailed statement therefor, all reasonable costs and expenses of each the Administrative Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs fees and expenses disbursements of in-house counsel)counsel to the Administrative Agent and counsel for each Lender) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Each Borrower shall indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON"“Indemnified Person”) against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified PersonPerson (whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding), incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Loan, Letter of Credit or other Extension of Credit to such Borrower or the use or proposed use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of any Hazardous Substance Materials on or from any property owned or operated by any such Borrower or any of its SubsidiariesAffiliates, or any Environmental Liability related in any way to any such Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated hereinAffiliates, or (viv) 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 Indemnified Person is a party theretotheory; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' other Each Borrower’s obligations under this Section 11.04 12.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents Administrative Agent under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any a Borrower under this Section 11.04 12.04 are unenforceable for any reason, the Borrowers jointly and severally agree such Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law, which contribution shall in any event not exceed the amount that such Borrower would otherwise have been obligated to pay under this Section 12.04.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to pay when due, in accordance with the terms hereof: (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) Documents, the care and custody administration of any and all collateralthe Loan Documents, and any proposed modification, amendment, or consent relating to any Loan Documentthereto (including, and (ii) to pay on demand all in each case, the reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to Administrative Agent); and (ii) all costs and expenses of the Lenders and, from Administrative Agent and after such date, counsel for each Lender (including the allocated costs all fees and expenses of in-house counsel)) in connection with the workoutenforcement, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) , of this Agreement, the other Loan Documents and the other documents to be delivered hereunderDocuments. (b) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each Agent, each Arranger, each Issuing Bank, each Lender, and hold the Administrative Agent and each Related Party of any of the foregoing Persons Lender and its officers, directors, employees, professional advisors and affiliates (each such Person being called each, an "INDEMNIFIED PERSONIndemnified Person") against, harmless from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, costs or expenses (including reasonable attorney's fees and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by whether or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 not such Indemnified Person is named as a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be available claimed against any of them by any person or entity (except to the extent that such losses, claims, damages, liabilities losses, liabilities, costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arise from the gross negligence or willful misconduct of such the Indemnified Person. The Borrower shall pay any civil penalty ): (i) by reason of or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereofthe execution, as a result of acts delivery or omissions performance of the Borrowers contrary to Loan Documents or any transaction contemplated thereby, or the representation use by the Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1) at, upon or under any property of the Borrower or any of its Affiliates or (2) by or on behalf of the Borrower or any of its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made in Section 7.01(u)by any governmental authority by reason of the execution and delivery of the Loan Documents. (c) The Borrowers' other Borrower's obligations under this Section 11.04 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents Lenders under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 10.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrower's obligations under this Section 10.04 are in addition to and shall not be deemed to supersede its indemnification and similar obligations set forth in the Commitment Letter.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to (i) reimburse on demand all reasonable costs and expenses of each Agent and each the Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including reasonable fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each Agent, each the Arranger, each the Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Loan, Letter of Credit or other Extension of Credit or the use or proposed use of the proceeds therefromtherefrom (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 any Hazardous Substance on or from any property owned or operated by any the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any the Borrower or any of its Subsidiaries, or (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' Borrower's other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to Borrower shall pay (i) reimburse on demand all reasonable costs and out-of-pocket expenses of each incurred by the Administrative Agent and each Arranger (the Agent-Related Persons, including reasonable fees and expenses of counsel to the Agents) Attorney Costs, in connection with (A) the preparation, syndication, negotiation, execution and delivery syndication of the Loan Documents credit facilities provided for herein, the preparation and CREDIT AGREEMENT 51 administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (B) whether or not the care and custody of any and all collateral, and any proposed modification, amendment, transactions contemplated hereby or consent relating to any Loan Documentthereby shall be consummated), and (ii) to pay on demand all reasonable costs out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and expenses disbursements of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, any counsel for each Lender (including the allocated costs and expenses of in-house counsel)) Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) negotiations in respect of this Agreement, the other Loan Documents and the other documents to be delivered hereundersuch Loans. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each Agent, each Arranger, each Issuing Bank, each Lender, the Administrative Agent and each Related Party Lender and the directors, officers, employees, agents, advisors and Affiliates of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSONIndemnitee") against, and hold each Indemnified Person 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 Indemnified PersonIndemnitee, incurred by or asserted against any Indemnified Person Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, Borrowing or (vii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingthereto, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person Indemnitee is a party theretothereto (the "Indemnified Liabilities"); provided, provided that such indemnity shall not, as to any Indemnified PersonIndemnitee, 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 Indemnified PersonIndemnitee. The If for any reason (other than the proviso set forth in the immediately preceding sentence) the foregoing indemnity is not available to any Indemnitee, the Borrower shall pay any civil penalty agrees to contribute to the amount of the losses, claims, damages, liabilities and related expenses incurred by or fine assessed asserted against such Indemnitee in such equitable proportion as will reflect the relative economic interests of the Borrower and each Indemnitee in the matters contemplated by this Agreement as well as the Office relative fault of Foreign Assets Control against any Indemnified Person the Borrower and all reasonable costs and expenses (including reasonable fees and expenses of counsel such Indemnitee with respect to such Indemnified Persons) incurred in connection with defense thereoflosses, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)claims, damages, liabilities and related expenses. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender's Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, in its capacity as such. (d) To the extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, or the use of the proceeds thereof. (e) No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. CREDIT AGREEMENT 52 (f) The Borrowers' other obligations under agreements in this Section 11.04 shall survive the repayment resignation of all amounts owing to the LendersAdministrative Agent, the Issuing Banks and the Agents under the Loan Documents and replacement of any Lender, the termination of the Commitments. If Aggregate Commitments and to the extent that repayment, satisfaction or discharge of all the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawother Obligations.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to (i) reimburse on demand all reasonable costs and expenses of each Agent and each the Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 8.02 or an Event of Default specified in Section 9.01(a8.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each Agent, each the Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any the Borrower or any of its Subsidiaries, or (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' Borrower's other obligations under this Section 11.04 10.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks Lenders and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 10.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to Each Borrower shall pay (i) reimburse on demand all reasonable costs and out-of-pocket expenses of each incurred by the Administrative Agent and each Arranger (the Agent-Related Persons, including reasonable fees and expenses of counsel to the Agents) Attorney Costs, in connection with (A) the preparation, syndication, negotiation, execution and delivery syndication of the Loan Documents credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (B) whether or not the care and custody of any and all collateral, and any proposed modification, amendment, transactions contemplated hereby or consent relating to any Loan Documentthereby shall be consummated), and (ii) to pay on demand all reasonable costs out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and expenses disbursements of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, any counsel for each Lender (including the allocated costs and expenses of in-house counsel)) Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) negotiations in respect of this Agreement, the other Loan Documents and the other documents to be delivered hereundersuch Loans. (b) The Borrowers jointly and severally agree to Each Borrower shall indemnify each Agent, each Arranger, each Issuing Bank, each Lender, the Administrative Agent and each Related Party Lender and the directors, officers, employees, agents, advisors and Affiliates of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSONIndemnitee") against, and hold each Indemnified Person 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 Indemnified PersonIndemnitee, incurred by or asserted against any Indemnified Person Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated hereinLoan , or (vii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingthereto, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person Indemnitee is a party theretothereto (the "Indemnified Liabilities"); provided, provided that such indemnity shall not, as to any Indemnified PersonIndemnitee, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)Indemnitee. (c) To the extent that the Borrowers fail to pay any amount required to be paid by them to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender's Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, in its capacity as such. (d) To the extent permitted by applicable law, the Borrowers shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, or the use of the proceeds thereof. (e) No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. (f) The Borrowers' other obligations under agreements in this Section 11.04 shall survive the repayment resignation of all amounts owing to the LendersAdministrative Agent, the Issuing Banks and the Agents under the Loan Documents and replacement of any Lender, the termination of the Commitments. If Aggregate Commitments and to the extent that repayment, satisfaction or discharge of all the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable lawother Obligations.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to (i) reimburse on demand pay, promptly after delivery to the Borrowers of a reasonably detailed statement therefor, all reasonable costs and expenses of each the Administrative Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, negotiation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, waiver or consent relating to any Loan Document, including the reasonable fees and (ii) disbursements of counsel to pay on demand the Administrative Agent with respect thereto and with respect to the administration of, and advising the Administrative Agent as to its rights and responsibilities under, this Agreement and the other Loan Documents. The Borrowers further agree to pay, promptly after delivery to the Borrowers of a reasonably detailed statement therefor, all reasonable costs and expenses of each the Administrative Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs fees and expenses disbursements of in-house counsel)counsel to the Administrative Agent and counsel for each Lender) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Each Borrower shall indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified PersonPerson (whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding), incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Loan, Letter of Credit or other Extension of Credit to such Borrower or the use or proposed use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of any Hazardous Substance Materials on or from any property owned or operated by any such Borrower or any of its SubsidiariesAffiliates, or any Environmental Liability related in any way to any such Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated hereinAffiliates, or (viv) 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 Indemnified Person is a party theretotheory; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' other Each Borrower's obligations under this Section 11.04 12.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents Administrative Agent under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any a Borrower under this Section 11.04 12.04 are unenforceable for any reason, the Borrowers jointly and severally agree such Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law, which contribution shall in any event not exceed the amount that such Borrower would otherwise have been obligated to pay under this Section 12.04.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to reimburse on demand (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each Arranger (including in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and Table of Contents with respect to advising the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent as to its rights and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Documentresponsibilities under this Agreement, and (ii) to pay on demand all reasonable costs and expenses of each Agent andexpenses, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuingif any (including, each Lender (including without limitation, reasonable counsel fees and expenses of counsel to the AgentsAdministrative Agent and each of the Lenders), special Michigan counsel to incurred by the Lenders and, from and after such date, counsel for each Administrative Agent or any Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated. (bi) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, Lender and each Related Party of any of the foregoing Persons their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSON"“Indemnified Party”) against, from and hold each Indemnified Person harmless from, against any and all losses, direct claims, damages, losses, liabilities and related expensesexpenses (including, including the without limitation, reasonable fees, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or any other agreement in connection with or instrument contemplated hereby relating to this Agreement or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) thereby or any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvances, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesshareholders or creditors, an Indemnified Party or any other Person, or any Environmental Liability related in any way to any Borrower an Indemnified Party is otherwise a party thereto, and whether or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article 3 are satisfied or the other transactions contemplated by this Agreement are consummated, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesdirect claim, claimsdamage, damagesloss, liabilities liability or related expenses are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (ii) The Borrower hereby further agrees that (i) no Indemnified Party shall have any liability to the Borrower for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, except to the extent such liability 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 and (ii) the Borrower will not assert any claim against the Administrative Agent or any Lender, any of such Indemnified Person. The Borrower their respective Affiliates, or any of their respective directors, officers, employees, attorneys or agents, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or relating to this Agreement or the actual or proposed use of any Advance. (iii) Nothing herein shall pay any civil penalty or fine assessed by be deemed to limit the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions provisions of the Borrowers contrary to the representation made in Section 7.01(u)Communications Agreement. (c) The Borrowers' If any payment of principal of, or Conversion or Continuation of, any Eurodollar Rate Advance of a Lender is made on a day other obligations under this Section 11.04 shall survive than the repayment last day of all amounts owing to the Lendersan Interest Table of Contents Period for such Advance as a result of any optional or mandatory prepayment, the Issuing Banks and the Agents under the Loan Documents and the termination acceleration of the Commitments. If and maturity of the Advances pursuant to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable 6.01 or for any other reason, the Borrowers jointly and severally agree to make the maximum contribution Borrower shall pay to the payment Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses (other than loss of profit) which it may reasonably incur as a result of such payment, Continuation or Conversion and satisfaction thereof which is permissible under applicable lawthe liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Advance. A certificate as to the amount of such losses, costs and expenses, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree Borrower agrees to (i) reimburse on demand all reasonable costs and expenses of each Agent and each Arranger (including including, without limitation, reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes Notes become or is are declared to be due and payable pursuant to Section 9.02 8.02 or an Event of Default specified in Section 9.01(a8.01(a) shall have occurred and be continuing, each Lender (including including, without limitation, reasonable fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Notes and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each Agent, each Arranger, each Issuing Bank, and hold each Lender, each Agent and each Related Party their respective officers, directors, employees, professional advisors and affiliates (each, an "Indemnified Person") harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) which any of them may incur or which may be claimed against any of them by any Person: (i) by reason of or in connection with the execution, delivery or performance of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON") againstLoan Documents or any transaction contemplated thereby, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including or the reasonable fees, charges and disbursements use by the Borrower of the proceeds of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of, Advance; (ii) in connection withwith any documentary taxes, assessments or as a result charges made by any governmental authority by reason of (i) the execution or and delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to of the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, Documents; or (iii) any actual in connection with or alleged presence resulting from the utilization, storage, disposal, treatment, generation, transportation, release or release ownership of any Hazardous Substance on (i) at, upon or from under any property owned or operated by any of the Borrower or any of its Subsidiaries, Affiliates or any Environmental Liability related in any way to any (ii) by or on behalf of the Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) Affiliates at any actual or prospective claim, litigation, investigation or proceeding relating to time and in any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party theretoplace; provided, however, that such indemnity nothing contained in this subsection (b) shall not, as constitute a relinquishment or waiver of the Borrower's rights to any Indemnified Person, be available to independent claim that 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 Borrower may have resulted from the gross negligence or willful misconduct of such Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to for such Indemnified Persons) incurred in connection with defense thereofPerson's gross negligence or wilful misconduct, as a result but no Lender shall be liable for any such conduct on the part of acts any Agent or omissions any other Lender, and no Agent shall be liable for any such conduct on the part of the Borrowers contrary to the representation made in Section 7.01(u)any Lender. (c) The Borrowers' Borrower's other obligations under this Section 11.04 10.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks Lenders and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 10.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to (i) reimburse on demand all reasonable out-of-pocket costs and expenses of each the Administrative Agent and each the Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workoutpreparation, restructuring or enforcement (whether through negotiationsexecution, legal proceedings or otherwise) delivery, and administration of this Agreement, the other Loan Documents Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and disbursements 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. The Borrower further agrees to pay on demand all reasonable out-of-pocket costs and expenses, if any, incurred by the Administrative Agent or any Lender in connection with any waiver, modification or enforcement of this Agreement and the other documents to be delivered hereunder, including, without limitation, the fees, disbursements and other charges of counsel for the Administrative Agent. (b) The Borrowers jointly and severally agree Borrower agrees to indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, Lender and each Related Party of any of the foregoing Persons their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSON"“Indemnified Party”) against, from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, liabilities liabilities, penalties, judgments, costs, expenses and related expenses, disbursements (including the reasonable fees, charges fees and disbursements of counsel), of any counsel for any Indemnified Personkind or nature whatsoever, joint or several, that may be imposed on, incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out ofof or relating to this Agreement or any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection withwith or relating to this Agreement or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Loans, whether or as a result not such investigation, litigation or proceeding is brought by the Borrower, any of (i) the execution its shareholders or delivery of any Loan Document creditors, an Indemnified Party or any other agreement Person, or instrument an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in Article 3 are satisfied or the other transactions contemplated hereby or therebyby this Agreement are consummated, the performance by the parties except to the Loan Documents extent any of their respective obligations thereunder the foregoing results from such Indemnified Party’s gross negligence or the consummation willful misconduct as determined in a judgment by a court of competent jurisdiction. The Borrower agrees not to assert any claim against any Indemnified Party, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit thereby or the use actual or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)Loans. (c) The Borrowers' If (i) any payment of principal of, or Conversion or Continuation of, any Eurodollar Loan is made other obligations under this than on the last day of an Interest Period for such Loan as a result of any optional or mandatory prepayment, acceleration of the maturity of the Loans pursuant to Section 11.04 6.01 or for any other reason whatsoever, the Borrower shall survive the repayment of all amounts owing pay to the LendersAdministrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, the Issuing Banks costs or expenses which it may reasonably incur as a result of such payment, Continuation or Conversion and the Agents under liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. A certificate as to the Loan Documents amount of such losses, costs and expenses, submitted to the Borrower and the termination of the CommitmentsAdministrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.Credit Agreement NY3:#7412630v16

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to reimburse on demand (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each Arranger (including in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent as to its rights and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, responsibilities under this Agreement and (ii) to pay on demand all reasonable costs and expenses, if any (including the reasonable and documented fees and out-of-pocket expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of one counsel to the AgentsAdministrative Agent and each of the Lenders taken as a whole, special Michigan and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent and each of the Lenders andtaken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, from one additional counsel to all affected Lenders similarly situated and after such datetaken as a whole), counsel for each incurred by the Administrative Agent or any Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.4(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated. (b) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each the Administrative Agent, each Arranger, each Issuing BankLender and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) from and against any and all direct claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Loans, whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in Article V are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such direct claim, damage, loss, liability or expense (x) 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, (y) results from a claim brought by the Borrower against an Indemnified Party for breach in bad faith, or a material breach, of such Indemnified Party’s express obligations hereunder or (z) arises out of, or result from, any investigation, litigation or proceeding that does not involve an act or omission by the Borrower or any of the Borrower’s Affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than in its capacity as the Administrative Agent, an Arranger, a Co-Syndication Agent, a Documentation Agent or any other similar role with respect to the Credit Facility). This Section 10.4(b) shall not apply with respect to Taxes other than any Taxes that represent claims, damages, losses, etc. arising from any non-Tax claim. (c) The Borrower hereby further agrees that (i) no Indemnified Party shall have any liability to the Borrower for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Loans, except to the extent such liability 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 and (ii) the Borrower will not assert any claim against the Administrative Agent, any Arranger or any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys or agents, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or relating to this Agreement or the actual or proposed use of any Loans. (d) The Borrower hereby indemnifies each of the Lenders against any loss, cost or expense (including any loss, cost or expense arising from the liquidation or reemployment of funds or from any fees payable) which may arise, be attributable to or result due to or as a consequence of (i) any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a SOFR Loan, (ii) any failure of the Borrower to borrow or continue a SOFR Loan or convert to a SOFR Loan on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation, (iii) any failure of the Borrower to prepay any SOFR Loan on a date specified therefor in any Notice of Prepayment, (iv) any payment, prepayment or conversion of any SOFR Loan on a date other than the last day of the Interest Period therefor (including as a result of an Event of Default) or (v) the assignment of any SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 4.12(b). A certificate of such Lender setting forth the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error. (e) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger 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, and each or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or such Arranger in its capacity as such, or against any Related Party of any of the foregoing Persons acting for the Administrative Agent (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement such sub-agent) or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, 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 Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred Arranger in connection with defense thereof, as a result of acts or omissions such capacity. The obligations of the Borrowers contrary Lenders under this clause (e) are subject to the representation made in provisions of Section 7.01(u)4.7. (c) The Borrowers' other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly and severally agree to (i) reimburse on demand all reasonable costs and expenses of each Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) Borrower agrees to pay on demand all reasonable costs and expenses of each Agent andin connection with the preparation, negotiation, syndication, execution and delivery of the Loan Documents and any proposed modification, amendment, waiver or consent relating to any Loan Document, including the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent and the Syndication Agent with respect thereto and with respect to the administration of, and advising the Administrative Agent as to its rights and responsibilities under, this Agreement and the other Loan Documents. The Borrower further agrees to pay on demand all reasonable costs and after expenses of the date upon which the principal amount outstanding hereunder becomes or is declared to be due Administrative Agent and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including reasonable fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from Administrative Agent and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)Lender) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to Borrower shall indemnify each Agent, each Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON"“Indemnified Person”) against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified PersonPerson (whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding), incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Loan, Letter of Credit or other Extension of Credit or the use or proposed use of the proceeds therefromtherefrom (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 any Hazardous Substance on or from any property owned or operated by any the Borrower or any of its SubsidiariesAffiliates, or any Environmental Liability related in any way to any the Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated hereinAffiliates, or (viv) 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 Indemnified Person is a party thereto; provided, provided that such indemnity shall not, as to any Indemnified Person, 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 wilful misconduct of such Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' other Borrower’s obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to reimburse on demand (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out‑of‑pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement and (including ii) all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent and delivery each of the Loan Documents and (B) Lenders), incurred by the care and custody of Administrative Agent or any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated. (bi) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each the Administrative Agent, each Arranger, each Issuing Bank, each Lender, Lender and each Related Party of any of the foregoing Persons their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSON"“Indemnified Party”) against, from and hold each Indemnified Person harmless from, against any and all losses, direct claims, damages, losses, liabilities and related expensesexpenses (including, including the without limitation, reasonable fees, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or any other agreement in connection with or instrument contemplated hereby relating to this Agreement or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) thereby or any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvances, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesshareholders or creditors, an Indemnified Party or any other Person, or any Environmental Liability related in any way to any Borrower an Indemnified Party is otherwise a party thereto, and whether or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article 3 are satisfied or the other transactions contemplated by this Agreement are consummated, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesdirect claim, claimsdamage, damagesloss, liabilities liability or related expenses are determined expense (x) is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence or willful misconduct, or (y) results from a claim brought by the Borrower against an Indemnified Party for breach in bad faith, or a material breach, of such Indemnified Party’s express obligations hereunder or (z) arises out of, or result from, any investigation, litigation or proceeding that does not involve an act or omission by the Borrower or any of the Borrower’s Affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than in its capacity as the Administrative Agent, an Arranger, a Co-Syndication Agent or any other similar role with respect to the loan facility evidenced by this Agreement). (ii) The Borrower hereby further agrees that (i) no Indemnified Party shall have any liability to the Borrower for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, except to the extent such liability 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 and (ii) the Borrower will not assert any claim against the Administrative Agent or any Lender, any of such Indemnified Person. The Borrower shall pay their respective Affiliates, or any civil penalty of their respective directors, officers, employees, attorneys or fine assessed by agents, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or relating to this Agreement or the Office actual or proposed use of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)Advance. (c) The Borrowers' If any payment of principal of, or Conversion or Continuation of, any Eurodollar Rate Advance of a Lender is made on a day other obligations under this Section 11.04 shall survive than the repayment last day of all amounts owing to the Lendersan Interest Period for such Advance as a result of any optional or mandatory prepayment, the Issuing Banks and the Agents under the Loan Documents and the termination acceleration of the Commitments. If and maturity of the Advances pursuant to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable 6.01 or for any other reason, the Borrowers jointly and severally agree to make the maximum contribution Borrower shall pay to the payment Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses (other than loss of profit) which it may reasonably incur as a result of such payment, Continuation or Conversion and satisfaction thereof which is permissible under applicable lawthe liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Advance. A certificate as to the amount of such losses, costs and expenses, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to (i) reimburse on within 30 days after demand all reasonable costs and expenses of each the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and each Arranger (including amendment of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Agents) in connection with (A) the preparation, syndication, negotiation, execution Administrative Agent as to its rights and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) responsibilities under this Agreement. The Borrower further agrees to pay on demand all reasonable costs and expenses of each Agent andexpenses, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuingif any (including, each Lender (including without limitation, reasonable counsel fees and expenses of counsel to the AgentsAdministrative Agent and each of the Lenders), special Michigan counsel to incurred by the Lenders and, from and after such date, counsel for each Administrative Agent or any Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Notes and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 9.04(a). (b) The Borrowers jointly and severally agree to indemnify each Borrower hereby indemnifies the Administrative Agent, each ArrangerCiticorp Securities, Inc., each Issuing Bank, each Lender, Lender and each Related Party of any of the foregoing Persons respective their Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSONIndemnified Party") against, from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, losses, liabilities and related expensesexpenses (including, including the reasonable feeswithout limitation, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or any other agreement in connection with or instrument contemplated hereby or therebyrelating to this Agreement, the performance by the parties to the Loan Documents of their respective obligations thereunder Notes or the consummation of the transactions contemplated hereby or thereby, (ii) thereby or any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvances, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesshareholders or creditors, an Indemnified Party or any other person, or any Environmental Liability related in any way to any Borrower an Indemnified Party is otherwise a party thereto, and whether or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article III are satisfied or the other transactions contemplated by this Agreement are consummated, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted expense results from the gross such Indemnified Party's negligence or willful misconduct of misconduct, or from a violation by such Indemnified Person. The Borrower shall pay Party of any civil penalty law, order, regulation or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel agreement to which such Indemnified Persons) incurred in connection with defense thereofParty or its properties is subject, as or from a result breach of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)this Agreement. (c) The Borrowers' other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to (i) reimburse on demand all reasonable costs and expenses of each Agent and each Arranger (including reasonable fees and expenses of counsel to incurred by the Agents) Lender in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateraldelivery, and any proposed administration, modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Note and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and responsibilities under or in connection with this Agreement. (b) The Borrowers jointly and severally agree to indemnify each Agent, each Arranger, each Issuing Bank, each Lender, Borrower hereby indemnifies the Lender and each Related Party of any of the foregoing Persons its Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSONIndemnified Party") against, from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, losses, liabilities and related expensesexpenses (including, including the reasonable feeswithout limitation, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party, in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or any other agreement in connection with or instrument contemplated hereby relating to this Agreement or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) thereby or any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvance, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesstockholders or creditors, an Indemnified Party or any Environmental Liability related in any way to any Borrower other Entity or any of its Subsidiariesan Indemnified Party is otherwise a party thereto, (iv) the use of the Platform as contemplated herein, and whether or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article III are satisfied or the other transactions contemplated by this Agreement are consummated, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party's gross negligence or willful misconduct of such Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)misconduct. (c) The Borrowers' other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay when due, in accordance with the terms hereof, all costs and severally agree to expenses, if any (including, without limitation, reasonable counsel fees and expenses), of (i) reimburse on demand all reasonable costs and expenses of each the Administrative Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) CSI in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the administration of the Loan Documents, the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, thereto; and (ii) to pay on demand all reasonable costs the Administrative Agent, CSI and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes or any other Loan Documents and the other documents to be delivered hereunderDocument. (b) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each Agent, each Arranger, each Issuing Bank, and hold each Lender, CSI, the Administrative Agent and each Related Party of any of the foregoing Persons their respective officers, directors, employees, professional advisors and affiliates (each such Person being called each, an "INDEMNIFIED PERSONIndemnified Person") against, harmless from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, costs or expenses (including reasonable attorney's fees and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by whether or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) 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 not such Indemnified Person is named as a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be available claimed against any of them by any person or entity (except to the extent that such losses, claims, damages, liabilities losses, liabilities, costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arise from the gross negligence or willful misconduct of such the Indemnified Person. The Borrower shall pay any civil penalty ): (i) by reason of or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereofthe execution, as a result delivery or performance of acts or omissions any of the Borrowers contrary to Loan Documents or any transaction contemplated thereby, or the representation use by the Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (A) at, upon or under any property of the Borrower or any of its Affiliates or (B) by or on behalf of the Borrower or any of its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made in Section 7.01(u)by any governmental authority by reason of the execution and delivery of any of the Loan Documents. (c) The Borrowers' other Borrower's obligations under this Section 11.04 10.4 shall survive the assignment by any Lender pursuant to Section 10.7 and shall survive as well the repayment of all amounts owing to the Lenders, the Issuing Banks Lenders and the Agents Administrative Agent under the Loan Documents and the termination of the Commitment of any Lender and the termination of the Commitments. If and to the extent that the obligations of any the Borrower under this Section 11.04 10.4 are unenforceable for any reason, the Borrowers jointly and severally agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Costs, Expenses and Indemnification. (a) The Borrowers jointly Borrower agrees to pay and severally agree to (i) reimburse on demand all reasonable costs and expenses of each Agent and each Arranger (including reasonable fees and expenses of counsel to incurred by the Agents) Lender in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateraldelivery, and any proposed administration, modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and responsibilities under or in connection with this Agreement. (b) The Borrowers jointly and severally agree Borrower hereby agrees to indemnify each Agent, each Arranger, each Issuing Bank, each Lender, the Lender and each Related Party of any of the foregoing Persons its Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each such Person being called each, an "INDEMNIFIED PERSONIndemnified Party") against, from and hold each Indemnified Person harmless from, against any and all losses, claims, damages, losses, liabilities and related expensesexpenses (including, including the reasonable feeswithout limitation, charges fees and disbursements of any counsel for any Indemnified Personcounsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person Party (the "Indemnities"), in each case arising out of, of or in connection withwith or relating to any investigation, litigation or as a result of (i) proceeding or the execution or delivery preparation of any Loan Document defense with respect thereto arising out of or any other agreement in connection with or instrument contemplated hereby relating to this Agreement or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) thereby or any Loan or other Extension of Credit or the use made or proposed use to be made with the proceeds of the proceeds therefromAdvances, (iii) any actual whether or alleged presence not such investigation, litigation or release of any Hazardous Substance on or from any property owned or operated proceeding is brought by any Borrower or the Borrower, any of its Subsidiariesshareholders or creditors, an Indemnified Party or any other Person, or any Environmental Liability related in any way to any Borrower an Indemnified Party is otherwise a party thereto, and whether or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to not any of the foregoingconditions precedent set forth in Article III are satisfied or the other transactions contemplated by this Agreement are consummated, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party's gross negligence or willful misconduct misconduct; provided, however, the Borrower's obligation to indemnify any Indemnified Party, other than the Lender, under this Section 7.04(b) shall be subject to its receipt of written demand for the Indemnities of such Indemnified PersonParty, such demand to set forth evidence of such Indemnified Party's payment or liability for such Indemnities. The Borrower Lender shall pay have no liability for any civil penalty special, indirect, consequential or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred punitive damages in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u)any matter relating hereto. (c) The Borrowers' other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.