Common use of Costs, Expenses and Indemnification Clause in Contracts

Costs, Expenses and Indemnification. (a) The Company agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on and reimburse within 30 days after demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment (but not the preparation, execution and delivery) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunderunder this Agreement and the other Loan Documents. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lenderexpenses, if any (including, without limitation, reasonable counsel fees and out-of-pocket expensesexpenses of the Administrative Agent and each of the Lenders), incurred by the Administrative Agent or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a. (b) shall not apply with respect to Taxes other than The Borrower hereby indemnifies the Administrative Agent and each Lender and each of their respective Related Parties (each, an “Indemnified Party”) from and against any Taxes that represent losses, and all claims, damages, etclosses, liabilities and expenses (including, without limitation, 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, the other Loan Documents 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 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 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 direct or indirect, in contract, tort or otherwise) to the Borrower for or in connection with or relating to this Agreement, the other 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 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-Tax claimappealable 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 Person for any indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) in connection with or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby. (bc) If any payment of principal of of, or Conversion or Continuation of, any Eurocurrency Eurodollar Rate Advance extended to the Company Loan is made other than on the last day of the interest period an Interest Period for such AdvanceLoan, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reasonreason (other 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 Company shall, upon demand by any Lender Borrower shall pay (with a copy of such demand subject to the Administrative Agentlast sentence of this Section 8.04(c), pay ) to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Continuation, Conversion or failure to prepay, borrow, Continue or Convert, including, without limitation, any lossloss (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. (cLoan. The Borrower shall pay amounts owing to any Lender pursuant to this Section 8.04(c) The Company agrees to indemnify and hold harmless each within 30 days after receipt from such Lender of a certificate setting forth in reasonable detail the calculation of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, amount such Lender or any such person is a party entitled to any action or proceeding out of which any such expense arises); provided that nothing in claim under this Section 9.04(c8.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities (which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity certificate shall be effective whether or not such investigationconclusive and binding for all purposes, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimabsent manifest error). (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company agrees Borrowers jointly and severally agree, regardless of whether the Effective Date occurs, to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, Administrative Agent (including the allocated time charges of the Administrative Agent and the Collateral Agent andAgent's legal department, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictionsas its internal counsel) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunderunder this Agreement. The Company Borrowers further agrees jointly and severally agree to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency EURO Rate Advance extended to the Company is made by any Borrower other than on the last day of the interest period Interest Period for such Advance, as a result of a payment pursuant to Section 2.06 2.05 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company such Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance; provided that conversion of a EURO Rate Advance to a Base Rate Advance in accordance with the provisions of Section 2.02(b)(iii) shall not be considered a payment for purposes of this Section 9.04(b). (c) The Company agrees Borrowers jointly and severally agree to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”"indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral an Agent, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company Borrowers or the Guarantors Guarantor that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrowers and the Guarantor shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company agrees Partnership and the Corporation jointly and severally agree to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company Partnership and the Corporation further agrees jointly and severally agree to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-of- pocket expenses in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance or B Advance extended to the Company either Borrower is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company such Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees Partnership and the Corporation jointly and severally agree to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”"indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company Borrowers or the Guarantors Guarantor that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Corporation and the Partnership shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance or B Advance extended to the Company Borrower is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”"indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly and reimburse on demand all reasonable and documented costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) Arrangers in connection with (i) the arrangement and syndication of the credit facility established hereby and (ii) the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, Agreement and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, including the reasonable and documented fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, Arrangers with respect thereto and with respect to advising the ArrangersAdministrative Agent as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all reasonable and documented costs and expenses, if any (including reasonable and documented counsel fees and expenses of the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of Lenders), incurred by the Administrative Agent, the Collateral Agent and of each Lender, if or any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, including reasonable and documented counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a; provided that the Borrower will be responsible for the fees and expenses of only one counsel for the Lenders (in addition to counsel for the Administrative Agent) shall not apply with respect except to Taxes other than any Taxes the extent that represent losses, claims, damages, etc. arising from any non-Tax claimsuch counsel determines that an actual or potential conflict of interest requires separate counsel. (b) If any payment of principal of any Eurocurrency Rate Advance extended The Borrower hereby agrees to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to indemnify the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Arranger, each Lender and each directorof their respective Affiliates and their respective officers, officerdirectors, employeeemployees, agentagents, attorney advisors and affiliate of the Administrative Agentrepresentatives (each, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified PersonParty”) from and against any and all direct claims, damages, losses, liabilities, penalties and reasonable and documented expenses (including reasonable and documented 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 expensesinvestigation, losses, claims, damages litigation or liabilities to which proceeding or the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in preparation of any defense with respect thereof) arise thereto arising out of the transactions referred or in connection with or relating to in this Agreement or arise from the transactions contemplated hereby or any use made or intended use of proposed to be made with the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not such investigation, litigation or proceeding is brought by the Administrative AgentBorrower, the Collateral Agentany of its shareholders or creditors, such Lender an Indemnified Party or any such person other Person, or an Indemnified Party is otherwise a party to thereto, and whether or not any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent conditions precedent set forth in Article III are satisfied or the administration of other transactions contemplated by this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only are consummated, except to the extent arising therefrom. Notwithstanding the foregoingsuch direct 16605535v6 24740.00262 75 claims, the Company shall have no obligation hereunder damages, losses, liabilities, penalties or expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnified PersonParty, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted (y) result from a claim brought by the Company or any Guarantor Borrower against an Indemnified Person Party for breach in bad faith of such Indemnified PersonParty’s obligations hereunder in which hereunder, if the Company or such Guarantor Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In jurisdiction or (z) result from a claim not involving an act or omission of the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding Borrower and that is brought by an Indemnified Party against another Indemnified Party (other than against an Arranger or the Company Administrative Agent in their capacities as such). The Borrower hereby further agrees that none of the Administrative Agent (or any Guarantorsub-agent thereof), the Arrangers, any Lender, or any Related Party of any of the Company’s equity holders foregoing persons (each such person being called an “Released Person”) shall have any liability (whether direct or creditorsindirect, an Indemnified Person 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 person use made or entityproposed to be made with the proceeds of the Advances, whether or not an Indemnified Person except to the extent such liability is otherwise found in a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent lossesfinal, claims, damages, etc. arising from any non-Tax claim. (d) appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Released Person. To the fullest extent permitted by applicable law, neither the Company nor any Guarantor Borrower shall assert, not assert and the Company and each Guarantor each Borrower hereby waives, any claim against any Indemnified Released 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 of, this Agreement, Agreement or any agreement or instrument contemplated hereby, the transactions contemplated herebyhereby or thereby, any Advance or the use of the proceeds thereof. No Released Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems (including IntraLinks, SyndTrak or similar systems) in connection with this Agreement or the transactions contemplated hereby, except as a result of such Released Person’s gross negligence, willful misconduct or breach in bad faith of its obligations hereunder, in each case, as determined by a court of competent jurisdiction by final and nonappealable judgment. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof) or any director, officer, employee, agent, affiliate, advisor or representative thereof of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such director, officer, employee, agent, affiliate, advisor or representative thereof, 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 aggregate Exposures at such time) 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) in its capacity as such, or against any director, officer, employee, agent, affiliate, advisor or representative of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. 16605535v6 24740.00262 76 (d) If any payment of principal of, or Conversion or Continuation of, any SOFR Advance is made other than on the last day of an Interest Period for such Advance as a result of any optional or mandatory prepayment, acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses (other than loss of profit) which it may actually incur as a result of such payment, Continuation or Conversion and the 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. All of the obligations of the Borrower under this Section 8.04(d) shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all Obligations.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on and reimburse within 30 days after demand (i) all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, the other Loan Documents and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunderunder this Agreement and the other Loan Documents and (ii) all reasonable out of pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lenderexpenses, if any (including, without limitation, reasonable counsel fees and out-of-pocket expensesexpenses of the Administrative Agent, each Issuing Bank and each of the Lenders), incurred by the Administrative Agent, any Issuing Bank or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a. (b) shall not apply with respect to Taxes other than The Borrower hereby indemnifies the Administrative Agent, CGMI, each syndication agent, each documentation agent, each Arranger, each Lender, each Issuing Bank and each of their respective Related Parties (each, an “Indemnified Party”) from and against any Taxes that represent losses, and all claims, damages, etclosses, liabilities and expenses (including, without limitation, 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, the other Loan Documents or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances or Letters of Credit (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 strictly comply with the terms of such Letter of Credit as determined using international standard practices), 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 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 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 direct or indirect, in contract, tort or otherwise) to the Borrower for or in connection with or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances or Letters of Credit 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-Tax claimappealable 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 Person for any indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) in connection with or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby. (bc) If any payment of principal of of, or Conversion or Continuation of, any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period an Interest Period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reasonreason (other than a payment or Conversion pursuant to Section 2.13), or the Borrower fails (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower, the Company shall, upon demand by any Lender Borrower shall pay (with a copy of such demand subject to the Administrative Agentlast sentence of this Section 8.04(c), pay ) to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Continuation, Conversion or failure to prepay, borrow, continue or Convert, including, without limitation, any lossloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c. The Borrower shall pay amounts owing to any Lender pursuant to this Section 8.04(c) The Company agrees to indemnify and hold harmless each within 30 days after receipt from such Lender of a certificate setting forth in reasonable detail the calculation of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, amount such Lender or any such person is a party entitled to any action or proceeding out of which any such expense arises); provided that nothing in claim under this Section 9.04(c8.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities (which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity certificate shall be effective whether or not such investigationconclusive and binding for all purposes, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimabsent manifest error). (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses (other than Taxes, for which the provisions of the Arrangers, the Administrative Agent and the Collateral Section 2.12 shall apply instead) of Agent (in their respective capacities its capacity as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance extended to the Company Borrower is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Personindemnified person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities subject (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demandthan Taxes, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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 provisions of, in connection with, or as a result of this Agreement, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance or B Advance extended to the Company Borrower is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Personindemnified person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor Borrower shall not assert, and the Company and each Guarantor each hereby waives, any claim against any Indemnified Personindemnified 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly and reimburse on demand (i) all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) each Arranger in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, Agreement and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company further agrees to pay promptly on demand under this Agreement, (ii) (iii) all costs and expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of the Administrative Agentany Letter of Credit or any demand for payment thereunder, the Collateral Agent and of each Lender(iii) all costs and expenses, if any (including, without limitation, reasonable counsel fees and out-of-pocket expensesexpenses of the Administrative Agent, each Issuing Bank and each of the Lenders), incurred by the Administrative Agent, any Issuing Bank or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(aSuch 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. (i) shall not apply with respect The Borrower hereby agrees to Taxes other than indemnify the Administrative Agent, each Arranger, each Issuing Bank, each Lender and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) from and against any Taxes that represent losses, and all direct claims, damages, etc. 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 from 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 Advances or the Letters of Credit (including any refusal by an 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), 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 3 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-Tax claimappealable judgment by a court of competent jurisdiction 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 Issuing Bank, an Arranger, a Co-Syndication Agent, a Documentation Agent or any other similar role with respect to the credit facility evidenced by this Agreement). (bii) 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 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. (c) If any payment of principal of of, or Conversion or Continuation of, any Eurocurrency Eurodollar Rate Advance extended to the Company of a Lender is made on a day other than on the last day of the interest period an Interest Period for such Advance, Advance as a result of a payment pursuant to Section 2.06 any optional or mandatory prepayment, acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), Borrower shall pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses (other than loss of profit) which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost Continuation or expense incurred by reason of Conversion and the liquidation or reemployment of deposits or other funds acquired by any such Lender to fund or maintain such Advance. (c) The Company agrees . A certificate as to indemnify the amount of such losses, costs and hold harmless each of expenses, submitted to the Borrower and the Administrative Agent and the Collateral Agent (in its capacity as such)by such Lender, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigationconclusive and binding for all purposes, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimabsent manifest error. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company agrees to pay promptly and reimburse on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreementthe Loan Documents and any related documentation, including (and limited to, in the other documents case of fees, charges and disbursements of legal counsel) reasonable and documented fees, charges and disbursements of one counsel to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent (and, if reasonably necessary, of a single one local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictionsany relevant jurisdiction) and, solely in the case of an actual or perceived potential conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counselinterest, of another firm of one additional counsel for such affected party(and, if reasonably necessary, one additional local counsel in any relevant jurisdiction) with respect thereto hereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses of the Administrative Agent and each of the Banks), incurred by the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), Issuing Bank or any Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement any Loan Document including reasonable and the other documents to be delivered hereunder, including, without limitation, reasonable documented counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a‎10.04(a). This Section 9.04(a) The Company shall not apply with respect be responsible to Taxes other than reimburse any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimBank for the costs of the appointment by such Bank of a Confirming Bank. (b) The Company hereby indemnifies the Administrative Agent, JPMorgan and BofA Securities, Inc., Citibank, N.A., Mxxxxx Sxxxxxx Senior Funding, Inc. and Wxxxx Fargo Securities, LLC, as Arrangers, each Bank, each Issuing Bank and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors, partners and representatives (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses (including all reasonable and documented 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 actual or prospective claim, investigation, litigation, arbitration 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 (including, for the avoidance of doubt, any Letters of Credit and the use of proceeds thereunder), whether or not such claim, investigation, litigation, arbitration or proceeding is brought by the Company, 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 claim, damage, loss, liability or expense (A) is found by a final, non-appealable judgment of a court of competent jurisdiction to result from the bad faith, willful misconduct or gross negligence of such Indemnified Party or any of its Related Parties, (B) to the extent resulting from any proceeding that does not involve an act or omission of the Company or any of its Affiliates and that is brought by an Indemnified Party solely against another Indemnified Party, other than claims against the Administrative Agent, any Arranger or any Issuing Bank in its capacity in fulfilling its role as an agent or arranger under this Agreement or (C) to the extent resulting from a material breach by such Indemnified Party or any Related Parties thereof of its obligations hereunder as found by a final, non-appealable judgment by a court of competent jurisdiction. The Company’s obligation to reimburse legal expenses pursuant hereto shall be limited to the fees, charges and disbursements of one counsel to all Indemnified Parties (and, if reasonably necessary, one local counsel in any relevant jurisdiction) and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction). The Company and the Guarantors hereby further agree that none of the Administrative Agent, JPMorgan, BofA Securities, Inc., Citibank, N.A., Mxxxxx Sxxxxxx Senior Funding, Inc. and Wxxxx Fargo Securities, LLC, as Arrangers, any Bank nor any of their respective Affiliates or their respective officers, directors, employees, agents, advisors, partners and representatives (each, a “Protected Person”) shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any Guarantor for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby, 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 Protected Person’s gross negligence or willful misconduct; provided that nothing in this paragraph shall be deemed to constitute a waiver of any claim the Company may have, or to exculpate any Person from any liability that such Person may have to the Company, for breach by such Person of its obligations under this Agreement. Neither any Bank, any Issuing Bank nor the Administrative Agent shall in any event be liable for any special, indirect, consequential or punitive damages. No Protected Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the transactions contemplated hereby, except to the extent that such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to result primarily from the bad faith, willful misconduct or gross negligence of such Protected Person or any of its Related Parties. (c) If (i) the Company makes any payment of principal of any Eurocurrency Rate Term Benchmark Advance extended to the Company is made on a day other than on the last day of an Interest Period with respect thereto, or (ii) the interest period for such AdvanceCompany fails to make a Borrowing or a prepayment of, as or a result continuation of or a payment conversion into, Term Benchmark Advances after having given notice thereof pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reasonthis Agreement, the Company shall, shall reimburse each Bank upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any resulting loss, cost or expense incurred by reason such Bank, including any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin, for the liquidation period after such payment, failure to borrow, failure to continue, failure to convert or reemployment failure to prepay, following its receipt of deposits or other funds acquired by any Lender to fund or maintain a certificate of such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (Bank in its capacity reasonable detail as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any amount of such loss, claimcost or expense, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) certificate shall obligate be conclusive and binding on the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimmanifest error. (d) To All amounts due under this Section ‎10.04 shall be payable not later than 15 Business Days after written demand therefor providing reasonable detail regarding the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereofamount so demanded.

Costs, Expenses and Indemnification. (a) The Company agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent Arrangers and the Collateral Agent Agents (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent Arrangers and the Collateral Agent Agents and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent Arrangers and the Collateral Agent Agents as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral each Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative applicable Agent), pay to the Administrative applicable Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral each Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral each Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral an Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral each Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral such Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent Agents in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly and reimburse on demand all reasonable and documented costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) Arrangers in connection with (i) the arrangement and syndication of the credit facility established hereby and (ii) the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, Agreement and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, including the reasonable and documented fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, Arrangers with respect thereto and with respect to advising the ArrangersAdministrative Agent as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all reasonable and documented costs and expenses, if any (including reasonable and documented counsel fees and expenses of the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of Lenders), incurred by the Administrative Agent, the Collateral Agent and of each Lender, if or any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, including reasonable and documented counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a; provided that the Borrower will be responsible for the fees and expenses of only one counsel for the Lenders (in addition to counsel for the Administrative Agent) shall not apply with respect except to Taxes other than any Taxes the extent that represent losses, claims, damages, etc. arising from any non-Tax claimsuch counsel determines that a conflict of interest requires separate counsel. (b) If any payment of principal of any Eurocurrency Rate Advance extended The Borrower hereby agrees to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to indemnify the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Arranger, each Lender and each directorof their respective Affiliates and their respective officers, officerdirectors, employeeemployees, agentagents, attorney advisors and affiliate of the Administrative Agentrepresentatives (each, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified PersonParty”) from and against any and all direct claims, damages, losses, liabilities, penalties and reasonable and documented expenses (including reasonable and documented 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 expensesinvestigation, losses, claims, damages litigation or liabilities to which proceeding or the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in preparation of any defense with respect thereof) arise thereto arising out of the transactions referred or in connection with or relating to in this Agreement or arise from the transactions contemplated hereby or any use made or intended use of proposed to be made with the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not such investigation, litigation or proceeding is brought by the Administrative AgentBorrower, the Collateral Agentany of its shareholders or creditors, such Lender an Indemnified Party or any such person other Person, or an Indemnified Party is otherwise a party to thereto, and whether or not any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent conditions precedent set forth in Article 3Article III are satisfied or the administration of other transactions contemplated by this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only are consummated, except to the extent arising therefrom. Notwithstanding the foregoingsuch direct claims, the Company shall have no obligation hereunder damages, losses, liabilities, penalties or expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnified PersonParty, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted (y) result from a claim brought by the Company or any Guarantor Borrower against an Indemnified Person IndemnifedIndemnified Party for breach in bad faith of such Indemnified PersonParty’s obligations hereunder in which hereunder, if the Company or such Guarantor Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In jurisdiction or (z) result from a claim not involving an act or omission of the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding Borrower and that is brought by an Indemnified Party against another Indemnified Party (other than against an Arranger or the Company Administrative Agent in their capacities as such). 733301099 15483412 73 The Borrower hereby further agrees that no Indemnified Partynone of the Administrative Agent (or any Guarantorsub-agent thereof), the Arrangers, any Lender, or any Related Party of any of the Company’s equity holders or creditors, foregoing persons (each such person being called an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c“Released Person”) shall not apply with respect to Taxes other than have any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. liability (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, whether direct or indirect, consequential in contract, tort or punitive damages (as opposed otherwise) to direct the Borrower for or actual damages) arising out of, in connection with, with or as a result of relating to this Agreement, Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby, hereby or thereby or any Advance use made or proposed to be made with the use proceeds of the proceeds thereofAdvances, except to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party or any of its Affiliates.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) Agents in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the ArrangersAgents (including the allocated time charges of each Agent's legal departments, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictionsas their respective internal counsel) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent Agents as to their respective rights and responsibilities hereunderunder this Agreement. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent Agents and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunderhereunder or thereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a) Such expenses shall not apply with respect to Taxes other than any Taxes that represent lossesbe reimbursed by the Borrower upon a presentation of statement of account, claimsregardless of whether the Closing Date, damages, etc. arising from any non-Tax claimthe Effective Date or the Distribution occurs. (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral each Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”"indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral an Agent, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral each Agent, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral such Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on and reimburse the Lender upon demand for all reasonable costs and out-of-pocket expenses of incurred by the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) Lender in connection with the preparation, executionnegotiation, execution and delivery, administration, syndicationmodification, modification and amendment or enforcement of this Agreement, the Guaranty and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, Lender with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent Lender as to their respective its rights and responsibilities hereunder. under or in connection with this Agreement or the Guaranty. (b) The Company further agrees to pay promptly on demand Borrower hereby indemnify the Lender and each of its affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an "Indemnified Party") from and against any and all costs claims, damages, losses, liabilities and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expensesdisbursements 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 enforcement (whether through negotiations, legal proceedings preparation of any defense with respect thereto arising out of or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) shall not apply with respect or relating to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from the transactions contemplated hereby or any use made or intended use of proposed to be made with the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any GuarantorBorrower, any of the Company’s equity holders its shareholders or creditors, an Indemnified Person Party or any other person Person, or entity, whether or not an Indemnified Person Party is otherwise a party thereto. This Section 9.04(c) shall , and whether or not apply with respect any of the conditions precedent set forth in Article III are satisfied or the other transactions contemplated by this Agreement are consummated, except to Taxes other than any Taxes that represent lossesthe extent such claim, claimsdamage, damagesloss, etc. arising from any liability or expense is found in a final, non-Tax claimappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company agrees Partnership and the Corporation jointly and severally agree to pay promptly on demand all reasonable costs and out-of-of- pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company Partnership and the Corporation further agrees jointly and severally agree to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance or B Advance extended to the Company either Borrower is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company such Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees Partnership and the Corporation jointly and severally agree to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”"indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company Borrowers or the Guarantors Guarantor that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Corporation and the Partnership shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance or B Advance extended to the Company Borrower is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Personindemnified person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor Borrower shall not assert, and the Company and each Guarantor each Borrower hereby waives, any claim against any Indemnified Personindemnified 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Each Borrower agrees to pay promptly on demand (i) all reasonable costs and out-of-pocket expenses of the ArrangersAdministrative Agent, the Administrative Agent Issuing Banks and the Collateral Agent (in their respective capacities as such) Lenders in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, Basic Documents including, without limitation, the reasonable (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable and documented fees and expenses of a single Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, but not, under this clause (A) or clause (B) below, of any other counsel) whether or not any of the transactions contemplated by this Agreement are consummated, (B) the reasonable and documented fees and expenses of counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and thereto, with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company further agrees responsibilities, or the perfection, protection or preservation of rights or interests, under the Basic Documents, and (C) with respect to pay promptly on demand negotiations with any Obligor or with other creditors of any Obligor or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may reasonably be expected to give rise to a Default or Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Administrative Agent, the Collateral Agent Issuing Banks and the Lenders in connection with the enforcement of the Basic Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, each LenderIssuing Bank and each Lender with respect thereto). (b) Each Borrower agrees to indemnify and hold harmless the Administrative Agent, if each Issuing Bank and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable counsel fees and out-expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of-pocket expenses), or in connection with the enforcement (whether through negotiationspreparation for a defense of, legal proceedings any investigation, litigation or otherwise) of this Agreement and the other documents proceeding arising out of, related to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses or in connection with the enforcement Covered Transactions or the actual or alleged presence of rights under Hazardous Materials on any property owned by an Obligor or any Environmental Action relating in any way to any Obligor or any of its Subsidiaries, in each case whether or not such investigation, litigation or proceeding is brought by any Obligor, its directors, shareholders or creditors or an Indemnified Party or any Indemnified Party is otherwise a party thereto and whether or not the Covered Transactions or the other transactions contemplated hereby 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 from such Indemnified Party's gross negligence or willful misconduct. Each Borrower also agrees not to assert any claim against the Administrative Agent, any Issuing Bank, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Covered Transactions or any part thereof or the other transactions contemplated herein or in any other Basic Document or the actual or proposed use of the proceeds of the Advances. For purposes of this Section 9.04(a9.04(b). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any the term "non-Tax claimappealable" includes any judgment as to which all appeals have been taken or as to which the time for taking an appeal shall have expired. (bc) If any payment of principal of of, or Conversion of, any Eurocurrency Eurodollar Rate Advance extended to the Company is made by a Borrower to or for the account of a relevant Lender other than on the last day of the interest period Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06 2.03, 2.05, 2.08(b)(i) or 2.09(d) or as the result of acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reason, the Company such Borrower shall, upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which that it may reasonably incur as a result of such payment, including, without limitation, any lossloss (including 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. (cd) The Company agrees If any Obligor fails to indemnify pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, reasonable and hold harmless each documented fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Obligor by the Administrative Agent and the Collateral Agent (or any Lender, in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsole discretion. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on and reimburse within 30 days after demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, the Notes and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunderunder this Agreement. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lenderexpenses, if any (including, without limitation, reasonable counsel fees and out-of-pocket expensesexpenses of the Administrative Agent and each of the Lenders), incurred by the Administrative Agent or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a. (b) shall not apply with respect to Taxes other than The Borrower hereby indemnifies the Administrative Agent, Citigroup Global Markets Inc., each Lender and each of respective their Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an "Indemnified Party") from and against any Taxes that represent losses, and all claims, damages, etclosses, liabilities and expenses (including, without limitation, 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, the Notes 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 Person, or an Indemnified Party is otherwise a 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 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. 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 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 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 such liability or damages are found in a final, non-Tax claimappealable 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. (bc) If any payment of principal of of, or Conversion or Continuation of, any Eurocurrency Eurodollar Rate Advance extended to the Company is made other than on the last day of the interest period an Interest Period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reasonreason (other than a payment or Conversion pursuant to Section 2.13), the Company shall, upon demand by any Lender Borrower shall pay (with a copy of such demand subject to the Administrative Agentlast sentence of this Section 8.04(c), pay ) to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Continuation or Conversion, including, without limitation, any lossloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c. The Borrower shall pay amounts owing to any Lender pursuant to this Section 8.04(c) The Company agrees to indemnify and hold harmless each within 30 days after receipt from such Lender of a certificate setting forth in reasonable detail the calculation of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, amount such Lender or any such person is a party entitled to any action or proceeding out of which any such expense arises); provided that nothing in claim under this Section 9.04(c8.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities (which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity certificate shall be effective whether or not such investigationconclusive and binding for all purposes, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimabsent manifest error). (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand (whether or not the transactions contemplated by this Agreement are consummated) (i) all reasonable and documented costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) Mandated Lead Arranger in connection with the negotiation, preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, Loan Documents (including, without limitation, reasonable and documented fees and expenses of counsel of the Administrative Agent and the Mandated Lead Arranger with respect thereto) , with such costs not to exceed the amount provided in the Side Letter and (ii) all reasonable fees and documented costs and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses any of the Administrative Agent, the Collateral Agent and Mandated Lead Arranger or any Lender in connection with the enforcement of each Lenderthe Loan Documents, if whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally or otherwise (including, without limitation, reasonable counsel and documented fees and out-of-pocket expensesexpenses of counsel for any of the Administrative Agent, the Mandated Lead Arranger and each Lender with respect thereto). (b) The Borrower agrees to indemnify and hold harmless the Administrative Agent and each Lender and each of their Affiliates and their officers, in connection with the enforcement directors, employees, agents and advisors (whether through negotiationseach, legal proceedings or otherwisean “Indemnified Party”) of this Agreement from and the other documents to be delivered hereunderagainst any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable counsel and documented fees and out-expenses of counsel and settlement costs) (excluding, however, consequential damages) that are actually incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of-pocket expenses , or in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period preparation for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitationdefense of, any lossinvestigation, cost litigation or expense incurred by reason of the liquidation proceeding arising out of, related to or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which (i) the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended Borrower’s use of the proceeds of any Advance, (ii) the Advances, actual or in alleged presence of Hazardous Materials on any way arise out property of the Borrower or any violations of its Subsidiaries or liabilities under any Environmental Laws Action relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender Borrower or any such person is a party to any action of its Subsidiaries or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c(iii) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending Facility or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company Loan Documents or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder role in which the Company or such Guarantor has obtained a final and nonappealable judgment connection therewith, in its favor on such claim as determined by a court of competent jurisdiction. In the each case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company Borrower or any Guarantorof its Subsidiaries, any of the Company’s equity holders directors, shareholders or creditors, creditors or an Indemnified Person or any other person or entityParty, whether or not an any Indemnified Person Party is otherwise a party thereto. This Section 9.04(c) shall thereto and whether or not apply with respect the transactions contemplated hereby are consummated, except to Taxes other than any Taxes the extent such claim, damage, loss, liability or expense is found by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct; provided that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each Credit Parties hereby waives, waive any claim against any Indemnified PersonParty for consequential damages. (c) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Borrower by the Administrative Agent or any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out ofLender, in connection withits sole discretion, or as a result of this Agreement, or any agreement or instrument contemplated hereby, and such amount shall be reimbursed by the transactions contemplated hereby, any Advance or the use of the proceeds thereofBorrower.

Costs, Expenses and Indemnification. (a) All statements, reports, certificates, opinions and other documents or information required to be furnished by the Borrower to any Secured Party under this Agreement or any other Loan Document shall be supplied without cost to any Secured Party. The Company agrees to pay promptly Borrower shall pay, on demand (I) all reasonable costs and out-of-pocket expenses costs and expenses, including all reasonable pre-closing costs, of the ArrangersAdministrative Agent, the Administrative Agent Lenders and the Collateral Agent LC Issuers (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, including the reasonable fees and disbursements of (A) Xxxxx Xxxxxxxxxx LLP, special counsel to the Administrative Agent, the Lenders and the LC Issuers and (B) special Massachusetts counsel to the Administrative Agent, the Lenders and the LC Issuers), incurred in connection with (1) the negotiation, preparation, execution and delivery of the Transaction Documents or any waiver or amendment of, or supplement or modification to, the Transaction Documents and (2) the review of any of the other agreements, instruments or documents referred to in this Agreement or relating to the transactions contemplated hereby; (ii) the reasonable fees and disbursements of the Independent Engineer, the Power Market Consultant, the Fuel Consultant and the Insurance Consultant for their services rendered to the Secured Parties from time to time payable under their respective engagement letters approved in writing by the Borrower, subject to maximum reimbursement amounts set forth therein; (iii) all reasonable out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, Agent incurred in connection with the Collateral Agent and ongoing administration of each Lender, if any the transactions contemplated hereby; (including, without limitation, iv) all reasonable counsel fees and out-of-pocket expenses)costs and expenses of the members of the Technical Committee which are incidental to the performance of their duties and responsibilities hereunder; (v) all reasonable costs and expenses of any of the Collateral Agent, the Depositary, the Administrative Agent and members of the Technical Committee or, with respect to clause (4) below, any Secured Party (including reasonable fees and disbursements of their legal counsel) incident to (1) the collection of the Obligations or protection or enforcement of the Obligations during the occurrence and continuation of any Borrower Event of Default, (2) the investigation, or any action in connection with therewith, of any Project Default, Borrower Default, Project Event of Default or Borrower Event of Default, (3) the enforcement enforcement, collection, protection or preservation of any right or claim under the Transaction Documents (whether through negotiations, legal proceedings or otherwise), or (4) any workout or restructuring of this Agreement the transactions contemplated by the Loan Documents; (v) the reasonable expenses payable to the Lead Arrangers under any fee letter executed by it and the other documents to be delivered hereunderBorrower; and (vi) any reasonable costs or expenses incurred by the Lead Arrangers, including, without limitation, reasonable counsel fees and outany co-of-pocket expenses arranger or any Affiliate of either thereof in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made other than on the last day syndication of the interest period for such Advance, as a result of a payment loans made pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) hereto. The Company Borrower hereby agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative AgentLender, the Collateral Agent and each Lender and each directorLC Issuers, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such the Lead Arrangers, each member of the Technical Committee and their respective officers, directors, employees, professional advisors and Affiliates (each an "Indemnified Persons may become subjectPerson") harmless from and against any and all claims, insofar as such expensesdamages, losses, claimsliabilities, damages costs or liabilities expenses (including reasonable attorneys' fees and expenses) which any of them may incur or actions which may be claimed against any of them by any Person by reason of or other proceedings commenced or threatened in respect thereof) arise out connection with consummation of the transactions referred contemplated by the Commitment Letter dated December 7, 2000 among Sithe and the Lead Arrangers, the Loan Documents or any investigation, litigation or other proceeding relating to the foregoing or any Project (each, a "Project Matter" and, collectively, the "Project Matters"), initiated by a Person other than the parties hereto, other than as a result of the Indemnified Person's gross negligence or willful misconduct as found by a court of competent jurisdiction. Without limiting the generality of subsection (b), above, the Borrower further agrees to indemnify and hold harmless each Indemnified Person from and against any and all claims, losses, liabilities, suits, obligations, fines, damages, judgments, penalties, charges, costs and expenses (including reasonable attorneys' fees and disbursements) (whether civil or criminal, arising under a theory of negligence or strict liability, or otherwise) which may be imposed on, incurred or paid by or asserted against such Indemnified Person in this Agreement connection with or arise resulting from any use Environmental Discharge relating to any Project (each, an "Environmental Matter" and collectively, the "Environmental Matters") (I) at, upon or intended use under any property of the proceeds Borrower or any of its Affiliates or any Project Party by or on behalf of any Person or (ii) by or on behalf of the Advances, Borrower or any of its Affiliates or any Project Party at any time and in any way arise out place. The agreements of the Borrower in subsections (b) and (c), above, shall be in addition to any violations liabilities that the Borrower may otherwise have and shall apply whether or not a Secured Party or any other Indemnified Person is a formal party to any lawsuit, claim or other proceeding. Solely for purposes of or liabilities under Environmental Laws relating enforcing the agreements set forth in subsections (b) and (c), above, the Borrower hereby consents, to the extent permitted by Law, to personal jurisdiction, service and venue in any way court in which any claim or proceeding that relates to a Project Matter or an Environmental Matter is brought against an Indemnified Person. The Borrower's obligations under this Section 10.04 shall survive the repayment of all amounts owing to the Company or Lenders under the Guarantors that violate Environmental Laws, Notes and the termination of the Commitments. If and to reimburse the extent that the obligations of the Borrower under this Section 10.04 are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Lenders agree to indemnify and hold harmless the LC Issuers, the Administrative Agent, the Collateral Agent, each Lender the Lead Arrangers and each Indemnified Personmember of the Technical Committee and their respective officers, upon directors, employees, professional advisors and Affiliates, in their demandrespective capacities as such (to the extent not reimbursed by the Borrower and without limiting the obligation, for if any, of the Borrower to do so), from and against any reasonable legal and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or other out-of-pocket expenses disbursements of any kind whatsoever which may at any time be imposed on, incurred in connection with investigating, defending by or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not asserted against the Administrative Agent, the Collateral Agent, such Lender any Lead Arranger or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses member of the Administrative Agent Technical Committee in the administration its capacity as such in any way relating to or arising out of this Agreement in the absence of pending or threatened litigation or other proceedings any Loan Document, or the claims performance of its duties and responsibilities hereunder or threatened claims any action taken or omitted to be taken by the Administrative Agent, any Lead Arranger or any member of others and then only the Technical Committee in its capacity as such under or in connection with any of the foregoing; provided, that the Lenders shall not be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent arising therefrom. Notwithstanding that any of the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the foregoing result in such Person's gross negligence, bad faith negligence or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity The agreements in this paragraph applies, such indemnity Section 10.04(f) shall be effective whether survive the payment or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any satisfaction in full of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimObligations. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly and reimburse on demand all reasonable and documented costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) Arrangers in connection with (i) the arrangement and syndication of the credit facility established hereby and (ii) the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, Agreement and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, including the reasonable and documented fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, Arrangers with respect thereto and with respect to advising the ArrangersAdministrative Agent as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all reasonable and documented costs and expenses, if any (including reasonable and documented counsel fees and expenses of the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of Lenders), incurred by the Administrative Agent, the Collateral Agent and of each Lender, if or any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, including reasonable and documented counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a; provided that the Borrower will be responsible for the fees and expenses of only one counsel for the Lenders (in addition to counsel for the Administrative Agent) shall not apply with respect except to Taxes other than any Taxes the extent that represent losses, claims, damages, etc. arising from any non-Tax claimsuch counsel determines that a conflict of interest requires separate counsel. (b) If any payment of principal of any Eurocurrency Rate Advance extended The Borrower hereby agrees to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to indemnify the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Arranger, each Lender and each directorof their respective Affiliates and their respective officers, officerdirectors, employeeemployees, agentagents, attorney advisors and affiliate of the Administrative Agentrepresentatives (each, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified PersonParty”) from and against any and all direct claims, damages, losses, liabilities, penalties and reasonable and documented expenses (including reasonable and documented 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 expensesinvestigation, losses, claims, damages litigation or liabilities to which proceeding or the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in preparation of any defense with respect thereof) arise thereto arising out of the transactions referred or in connection with or relating to in this Agreement or arise from the transactions contemplated hereby or any use made or intended use of proposed to be made with the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any GuarantorBorrower, any of the Company’s equity holders its shareholders or creditors, an Indemnified Person Party or any other person Person, or entity, whether or not an Indemnified Person Party is otherwise a party thereto. This Section 9.04(c) shall , and whether or not apply with respect any of the conditions precedent set forth in Article 3 are satisfied or the other transactions contemplated by this Agreement are consummated, except to Taxes other than any Taxes that represent lossesthe extent such direct claim, claimsdamage, damagesloss, etc. arising from any liability or expense is found in a final, non-Tax claim. appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party or any of its affiliates. The Borrower hereby further agrees that no Indemnified Party shall have any liability (dwhether direct or indirect, 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 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 the gross negligence or willful misconduct of such Indemnified Party or any of its affiliates. To the fullest extent permitted by applicable law, neither the Company nor any Guarantor Borrower shall assert, not assert and the Company and each Guarantor each Borrower hereby waives, any claim against any Indemnified PersonIndemnitee, 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 of, this Agreement, Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby. (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 any optional or the use mandatory prepayment, acceleration of the proceeds thereofmaturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses (other than loss of profit) which it may reasonably incur as a result of such payment, Continuation or Conversion and the 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 Company agrees Partnership and the Corporation jointly and severally agree to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company Partnership and the Corporation further agrees jointly and severally agree to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance or B Advance extended to the Company either Borrower is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company such Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees Partnership and the Corporation jointly and severally agree to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”"indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company Borrowers or the Guarantors Guarantor that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Corporation and the Partnership shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable and documented costs and out-of-pocket expenses (other than Taxes, for which the provisions of the Arrangers, the Administrative Agent and the Collateral Section 2.12 shall apply instead) of Agent (in their respective capacities its capacity as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable and documented counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Reference Rate Advance extended to the Company Borrower is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney attorney, partner, advisor, representative and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subjectsubject (other than Taxes, for which the provisions of Section 2.12 shall apply instead), insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or to the extent relating to the foregoing, in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable and documented legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company Borrower to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor Borrower against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any GuarantorBorrower, any of the CompanyBorrower’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company Borrower nor any Guarantor shall assert, and the Company and each Guarantor each hereby waivesAgent, any claim against Lender or any Indemnified Persondirector, officer, employee, agent, attorney, partner, advisor, representative and affiliate of the Agent or any Lender shall have any liability, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses (other than Taxes, for which the provisions of Section 2.12 shall apply instead) of the Joint Lead Arrangers, the Administrative Syndication Agent and the Collateral Administrative Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, Agreement and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Joint Lead Arrangers, the Administrative Syndication Agent and the Collateral Administrative Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party), with respect thereto and with respect to advising the Joint Lead Arrangers, the Administrative Syndication Agent and the Collateral Administrative Agent as to their respective rights and responsibilities hereunder. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expensesexpenses but excluding, for the avoidance of doubt, Taxes), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a‎Section 9.04 (a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Rate Advance Advances extended to the Company Borrower is made other than on the last day of the interest period Interest Period for such AdvanceAdvances, as a result of a payment pursuant to Section 2.06 2.04 or acceleration of the maturity of the Advances pursuant to Section ‎Section 6.01 or for any other reason, or if any Eurocurrency Rate Advance is continued or converted pursuant to Section 2.09 on a day other than the Company last day of the Interest Period for such Loan, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLender’s portion of such Advances. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each directorArranger, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and the Related Parties of each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate foregoing (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agentan Arranger, a Lender or such Indemnified Persons may become subjectsubject (other than Taxes, for which the provisions of ‎Section 2.12 shall apply instead), insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or to the extent relating to the foregoing, in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agenteach Arranger, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agentsuch Arranger, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from (y) a claim brought by the Company or any Guarantor Borrower against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction or (z) a claim not involving an act or omission of the Borrower and that is brought by an Indemnified Person against another Indemnified Person (other than against the Arrangers or the Administrative Agent in their capacities as such). In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any GuarantorBorrower, any of the Company’s its respective equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor Borrower shall not assert, and the Company and each Guarantor 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance the Advances or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on and reimburse within 30 days after demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, the Notes and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunderunder this Agreement. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lenderexpenses, if any (including, without limitation, reasonable counsel fees and out-of-pocket expensesexpenses of the Administrative Agent and each of the Lenders), incurred by the Administrative Agent or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a. (b) shall not apply with respect to Taxes other than The Borrower hereby indemnifies the Administrative Agent, Citigroup Global Markets Inc., each Lender and each of respective their Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) from and against any Taxes that represent losses, and all claims, damages, etclosses, liabilities and expenses (including, without limitation, 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, the Notes 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 Person, or an Indemnified Party is otherwise a 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 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 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 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 such liability or damages are found in a final, non-Tax claimappealable 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. (bc) If any payment of principal of of, or Conversion or Continuation of, any Eurocurrency Eurodollar Rate Advance extended to the Company is made other than on the last day of the interest period an Interest Period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reasonreason (other than a payment or Conversion pursuant to Section 2.13), the Company shall, upon demand by any Lender Borrower shall pay (with a copy of such demand subject to the Administrative Agentlast sentence of this Section 8.04(c), pay ) to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Continuation or Conversion, including, without limitation, any lossloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c. The Borrower shall pay amounts owing to any Lender pursuant to this Section 8.04(c) The Company agrees to indemnify and hold harmless each within 30 days after receipt from such Lender of a certificate setting forth in reasonable detail the calculation of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, amount such Lender or any such person is a party entitled to any action or proceeding out of which any such expense arises); provided that nothing in claim under this Section 9.04(c8.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities (which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity certificate shall be effective whether or not such investigationconclusive and binding for all purposes, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimabsent manifest error). (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) Arranger in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent andArranger (including the allocated time charges of the Administrative Agent's and the Arranger's legal departments, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictionsas their respective internal counsel) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent Arranger as to their respective rights and responsibilities hereunderunder this Agreement. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent Arranger and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunderhereunder or thereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a) Such expenses shall not apply with respect to Taxes other than any Taxes that represent lossesbe reimbursed by the Borrower upon a presentation of statement of account, claims, damages, etc. arising from any non-Tax claimregardless of whether the Closing Date occurs. (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and Agent, the Collateral Agent (in its capacity as such)Arranger, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent Arranger and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”"indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral AgentArranger, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral AgentArranger, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral AgentArranger, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person 48 Credit Agreement (Short Term) indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses (other than Taxes, for which the provisions of Section 2.12 shall apply instead) of the Arrangers, Arranger and the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, Agreement and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, Arranger and the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party), with respect thereto and with respect to advising the Arrangers, Arranger and the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities hereunder. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expensesexpenses but excluding, for the avoidance of doubt, Taxes), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a‎Section 9.04 (a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Rate Advance Advances extended to the Company Borrower is made other than on the last day of the interest period Interest Period for such AdvanceAdvances, as a result of a payment pursuant to Section 2.06 2.04 or acceleration of the maturity of the Advances pursuant to Section ‎Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate #90857912v6 such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLender’s portion of such Advances. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subjectsubject (other than Taxes, for which the provisions of ‎Section 2.12 shall apply instead), insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section ‎Section 9.04(c) shall obligate the Company Borrower to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor Borrower against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any GuarantorBorrower, any of the Company’s its respective equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor Borrower shall not assert, and the Company and each Guarantor 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance the Advances or the use of the proceeds thereof.. #90857912v6

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly and reimburse on demand (i) all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) each Arranger in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, Agreement and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of a single counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Arrangers, Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement, (ii) all costs and expenses incurred by any Issuing Lender in connection with the Collateral Agent issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all costs and expenses, if any (including the reasonable and documented fees and out-of-pocket expenses of one counsel to the Administrative Agent, each Issuing Lender and each of the Lenders taken as a whole, and, if reasonably necessary, of a single specialty or local counsel in to the Administrative Agent, each appropriate jurisdiction (which may include Issuing Lender and each of the Lenders taken as a single special counsel acting in multiple jurisdictions) and, whole; provided that in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising any of the Arrangersforegoing counsel, the Administrative Agent one additional counsel to all affected Lenders similarly situated and the Collateral Agent taken as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of a whole), incurred by the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), Issuing Lender or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a10.4(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 Borrower hereby agrees to indemnify the Administrative Agent, each Arranger, each Issuing Lender, each Lender 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 or the Letters of Credit (including any refusal by an Issuing Lender 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), 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 Issuing Lender, an Arranger, a Co-Syndication Agent, a Co-Documentation Agent or any other similar role with respect to the Credit Facility). This Section 9.04(a10.4(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, losses, etc. arising from any non-Tax claim. (bc) 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 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) If any payment of principal of, or conversion or continuation of, any LIBOR Rate Loan of any Eurocurrency Rate Advance extended to the Company a Lender is made on a day other than on the last day of the interest period an Interest Period for such Advance, Loan as a result of a payment pursuant to Section 2.06 any optional or mandatory prepayment, acceleration of the maturity of the Advances Loans pursuant to Section 6.01 Article VIII or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), Borrower shall pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses (other than loss of profit) which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost continuation or expense incurred by reason of conversion and the liquidation or reemployment of deposits or other funds acquired by any such Lender to fund or maintain such AdvanceLoan. 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. (ce) The Company agrees To the extent that the Borrower for any reason fails to indemnify and hold harmless each indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent and (or any sub-agent thereof), any Issuing Lender, the Collateral Agent (in its capacity as such)Swingline Lender or any Related Party of any of the foregoing, each Lender and each directorseverally agrees to pay to the Administrative Agent (or any such sub-agent), officersuch Issuing Lender, employeethe Swingline Lender or such Related Party, agentas the case may be, attorney and affiliate such Lender’s pro rata share (determined as of the Administrative Agent, time that the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and applicable unreimbursed expense or indemnity payment is sought based on each Lender’s affiliate share of the Total Credit Exposure at such time, 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 (each an “Indemnified Person”) in connection with including any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened unpaid amount in respect thereof) arise out of a claim asserted by such Lender); provided that the transactions referred to in this Agreement unreimbursed expense or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such indemnified loss, claim, damage, liabilityliability or related expense, as the case may be, was incurred by or action or other proceeding, whether commenced or threatened (whether or not asserted against the Administrative Agent, the Collateral Agent, such Lender Agent (or any such person is a party to sub-agent), such Issuing Lender or the Swingline Lender in its capacity as such, or against any action or proceeding out Related Party of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate of the Company to pay the normal expenses of foregoing acting for the Administrative Agent in the administration of this Agreement in the absence of pending (or threatened litigation or other proceedings any such sub-agent), such Issuing Lender or the claims or threatened claims Swingline Lender in connection with such capacity. The obligations of others and then only the Lenders under this clause (e) are subject to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct provisions of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim4.7. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses (other than Taxes, for which the provisions of the Arrangers, the Administrative Agent and the Collateral Section 2.12 shall apply instead) of Agent (in their respective capacities its capacity as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company any Borrower is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company such Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, 76 claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subjectsubject (other than Taxes, for which the provisions of Section 2.12 shall apply instead), insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court count of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any GuarantorCompany, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor no Borrower shall assert, and the Company and each Guarantor 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly and reimburse on demand all reasonable and documented costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) Arrangers in connection with (i) the arrangement and syndication of the credit facility established hereby and (ii) the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, Agreement and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, including the reasonable and documented fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, Arrangers with respect thereto and with respect to advising the ArrangersAdministrative Agent as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all reasonable and documented costs and expenses, if any (including reasonable and documented counsel fees and expenses of the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of Lenders), incurred by the Administrative Agent, the Collateral Agent and of each Lender, if or any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, including reasonable and documented counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a; provided that the Borrower will be responsible for the fees and expenses of only one counsel for the Lenders (in addition to counsel for the Administrative Agent) shall not apply with respect except to Taxes other than any Taxes the extent that represent losses, claims, damages, etc. arising from any non-Tax claimsuch counsel determines that a conflict of interest requires separate counsel. (b) If any payment of principal of any Eurocurrency Rate Advance extended The Borrower hereby agrees to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to indemnify the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Arranger, each Lender and each directorof their respective Affiliates and their respective officers, officerdirectors, employeeemployees, agentagents, attorney advisors and affiliate of the Administrative Agentrepresentatives (each, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified PersonParty”) from and against any and all direct claims, damages, losses, liabilities, penalties and reasonable and documented expenses (including reasonable and documented 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 expensesinvestigation, losses, claims, damages litigation or liabilities to which proceeding or the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in preparation of any defense with respect thereof) arise thereto arising out of the transactions referred or in connection with or relating to in this Agreement or arise from the transactions contemplated hereby or any use made or intended use of proposed to be made with the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not such investigation, litigation or proceeding is brought by the Administrative AgentBorrower, the Collateral Agentany of its shareholders or creditors, such Lender an Indemnified Party or any such person other Person, or an Indemnified Party is otherwise a party to thereto, and whether or not any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses 733301099 15483412 of the Administrative Agent conditions precedent set forth in Article 3 are satisfied or the administration of other transactions contemplated by this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only are consummated, except to the extent arising therefrom. Notwithstanding the foregoingsuch direct claims, the Company shall have no obligation hereunder damages, losses, liabilities, penalties or expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnified PersonParty, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted (y) result from a claim brought by the Company or any Guarantor Borrower against an Indemnified Person Indemnifed Party for breach in bad faith of such Indemnified PersonParty’s obligations hereunder in which hereunder, if the Company or such Guarantor Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In jurisdiction or (z) result from a claim not involving an act or omission of the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding Borrower and that is brought by an Indemnified Party against another Indemnified Party (other than against an Arranger or the Company Administrative Agent in their capacities as such). 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 or the transactions contemplated hereby or thereby or any Guarantoruse 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 the gross negligence or willful misconduct of such Indemnified Party or any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party theretoits Affiliates. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor Borrower shall assert, not assert and the Company and each Guarantor each Borrower hereby waives, any claim against any Indemnified PersonParty, 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 of, this Agreement, Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof) or any director, officer, employee, agent, affiliate, advisor or representative thereof of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such director, officer, employee, agent, affiliate, advisor or representative thereof, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Exposures at such time) 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) in its capacity as such, or against any director, officer, employee, agent, affiliate, advisor or representative of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. (d) 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 any optional or the use mandatory prepayment, acceleration of the proceeds thereofmaturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall pay to the Administrative Agent for the account of such Lender any amounts 733301099 15483412 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 the 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 Company Borrower agrees to pay promptly and reimburse on demand (i) all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) each Arranger in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, Agreement and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of a single counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Arrangers, Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement, (ii) all costs and expenses incurred by any Issuing Bank in connection with the Collateral Agent issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all costs and expenses, if any (including the reasonable and documented fees and out-of-pocket expenses of (x) one counsel to the Administrative Agent, each Issuing Bank and each of the Lenders taken as a whole, and, if reasonably necessary, of a single specialty or local counsel in to the Administrative Agent, each appropriate jurisdiction (which may include Issuing Bank and each of the Lenders taken as a single special counsel acting in multiple jurisdictions) and, whole; provided that in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising any of the Arrangersforegoing counsel, the Administrative Agent one additional counsel to all affected Lenders similarly situated and the Collateral Agent taken as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of a whole), incurred by the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), Issuing Bank or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(aSuch 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. (i) shall not apply with respect The Borrower hereby agrees to Taxes other than indemnify the Administrative Agent, each Arranger, each Issuing Bank, each Lender and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) from and against any Taxes that represent losses, and all direct claims, damages, etc. 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 from 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 Advances or the Letters of Credit (including any refusal by an 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), 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 3 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-Tax claimappealable judgment by a court of competent jurisdiction 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 Issuing Bank, an Arranger, a Co-Syndication Agent, a Documentation Agent or any other similar role with respect to the credit facility evidenced by this Agreement). (bii) 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 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. (c) If any payment of principal of of, or Conversion or Continuation of, any Eurocurrency Eurodollar Rate Advance extended to the Company of a Lender is made on a day other than on the last day of the interest period an Interest Period for such Advance, Advance as a result of a payment pursuant to Section 2.06 any optional or mandatory prepayment, acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), Borrower shall pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses (other than loss of profit) which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost Continuation or expense incurred by reason of Conversion and the liquidation or reemployment of deposits or other funds acquired by any such Lender to fund or maintain such Advance. (c) The Company agrees . A certificate as to indemnify the amount of such losses, costs and hold harmless each of expenses, submitted to the Borrower and the Administrative Agent and the Collateral Agent (in its capacity as such)by such Lender, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigationconclusive and binding for all purposes, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimabsent manifest error. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company agrees Borrower agrees, regardless of whether the Effective Date occurs, to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, Administrative Agent (including the allocated time charges of the Administrative Agent and the Collateral Agent andAgent’s legal departments, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictionsas their respective internal counsel) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunderunder this Agreement. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent Agents and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunderhereunder or thereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance extended to the Company is made or any Eurodollar Rate Advance is assigned pursuant to Section 2.15 other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 2.05 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance; provided that conversion of a Eurodollar Rate Advance to a Base Rate Advance in accordance with the provisions of Section 2.02(b)(iii) shall not be considered a payment for purposes of this Section 8.04(b). (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral each Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Personindemnified person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral an Agent, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral each Agent, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral such Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor Borrower shall not assert, and the Company and each Guarantor each hereby waives, any claim against any Indemnified Personindemnified 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, with or as a result of this Agreement, or any agreement or instrument other Loan Document, any transaction contemplated hereby, by the transactions contemplated herebyLoan Documents, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company agrees to pay promptly and reimburse on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreementthe Loan Documents and any related documentation, including (and limited to, in the other documents case of fees, charges and disbursements of legal counsel) reasonable and documented fees, charges and disbursements of one counsel to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent (and, if reasonably necessary, of a single one local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictionsany relevant jurisdiction) and, solely in the case of an actual or perceived potential conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counselinterest, of another firm of one additional counsel for such affected party(and, if reasonably necessary, one additional local counsel in any relevant jurisdiction) with respect thereto hereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses of the Administrative Agent and each of the Banks), incurred by the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), Issuing Bank or any Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) ), collection or protection of its rights in connection with this Agreement and the other documents to be delivered hereunder, including, without limitation, Loan Documents including reasonable and documented counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a‎10.04(a). This Section 9.04(a) The Company shall not apply with respect be responsible to Taxes other than reimburse any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimBank for the costs of the appointment by such Bank of a Confirming Bank. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of hereby indemnifies the Administrative Agent, the Collateral Agent JPMorgan, BofA Securities, Inc., Citibank, N.A., Mxxxxx Sxxxxxx Senior Funding, Inc. and Wxxxx Fargo Securities, LLC, as Arrangers, each Bank, each Issuing Bank and each Lender of their respective Affiliates and each directortheir respective officers, officerdirectors, employeeemployees, agent agents, advisors, partners and attorney of the Administrative Agent’srepresentatives (each, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified PersonParty”) from and against any and all claims, damages, losses, liabilities and expenses (including all reasonable and documented 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 expensesactual or prospective claim, lossesinvestigation, claimslitigation, damages arbitration or liabilities proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to which this Agreement or the transactions contemplated hereby or thereby (including, for the avoidance of doubt, any Letters of Credit and the use of proceeds thereunder), whether or not such claim, investigation, litigation, arbitration or proceeding is brought by the Company, 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 claim, damage, loss, liability or expense (A) is found by a final, non-appealable judgment of a court of competent jurisdiction to result from the bad faith, willful misconduct or gross negligence of such Indemnified Party or any of its Related Parties, (B) to the extent resulting from any proceeding that does not involve an act or omission of the Company or any of its Affiliates and that is brought by an Indemnified Party solely against another Indemnified Party, other than claims against the Administrative Agent, the Collateral Agent, a Lender any Arranger or such Indemnified Persons may become subject, insofar any Issuing Bank in its capacity in fulfilling its role as such expenses, losses, claims, damages an agent or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in arranger under this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(cC) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted resulting from the gross negligence, bad faith or willful misconduct of a material breach by such Indemnified Person, Party or any Related Parties thereof of its obligations hereunder as determined found by a final and nonappealable final, non-appealable judgment by a court of competent jurisdiction. The Company’s obligation to reimburse legal expenses pursuant hereto shall be limited to the fees, charges and disbursements of one counsel to all Indemnified Parties (and, if reasonably necessary, one local counsel in any relevant jurisdiction) and, solely in the case of an actual or which potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction). The Company and the Guarantors hereby further agree that none of the Administrative Agent, JPMorgan, BofA Securities, Inc., Citibank, N.A., Mxxxxx Sxxxxxx Senior Funding, Inc. and Wxxxx Fargo Securities, LLC, as Arrangers, any Bank nor any of their respective Affiliates or their respective officers, directors, employees, agents, advisors, partners and representatives (each, a “Protected Person”) shall have resulted from a claim brought by any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any Guarantor against an Indemnified Person for breach or in bad faith of connection with or relating to this Agreement or the transactions contemplated hereby or thereby, except to the extent such Indemnified Person’s obligations hereunder liability is found in which the Company or such Guarantor has obtained a final and nonappealable final, non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation jurisdiction to have resulted from such Protected Person’s gross negligence or proceeding to which the indemnity willful misconduct; provided that nothing in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by deemed to constitute a waiver of any claim the Company may have, or to exculpate any Guarantor, Person from any of liability that such Person may have to the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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 breach by such Person of this Agreement, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.its obligations under this

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) Agents in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the ArrangersAgents (including the allocated time charges of each Agent's legal departments, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictionsas their respective internal counsel) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent Agents as to their respective rights and responsibilities hereunderunder this Agreement. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent Agents and of each Lender, if any (including, without limitation, 66 reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunderhereunder or thereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a) Such expenses shall not apply with respect to Taxes other than any Taxes that represent lossesbe reimbursed by the Borrower upon a presentation of statement of account, claimsregardless of whether the Closing Date, damages, etc. arising from any non-Tax claimthe Effective Date or the Distribution occurs. (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral each Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”"indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral an Agent, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral each Agent, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral such Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim67 indemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on and reimburse within 30 days after demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, the Notes and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunderunder this Agreement. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lenderexpenses, if any (including, without limitation, reasonable counsel fees and out-of-pocket expensesexpenses of the Administrative Agent and each of the Lenders), incurred by the Administrative Agent or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a. (b) shall not apply with respect to Taxes other than The Borrower hereby indemnifies the Administrative Agent, Citigroup Global Markets Inc., each Lender and each of respective their Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) from and against any Taxes that represent losses, and all claims, damages, etclosses, liabilities and expenses (including, without limitation, 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, the Notes 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 Person, or an Indemnified Party is otherwise a 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 results from such Indemnified Party’s gross negligence or willful misconduct, 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 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 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-Tax claimappealable 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 Person for any indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) in connection with or relating to this Agreement, the Notes or the transactions contemplated hereby. (bc) If any payment of principal of of, or Conversion or Continuation of, any Eurocurrency Eurodollar Rate Advance extended to the Company is made other than on the last day of the interest period an Interest Period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reasonreason (other than a payment or Conversion pursuant to Section 2.13), the Company shall, upon demand by any Lender Borrower shall pay (with a copy of such demand subject to the Administrative Agentlast sentence of this Section 8.04(c), pay ) to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Continuation or Conversion, including, without limitation, any lossloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c. The Borrower shall pay amounts owing to any Lender pursuant to this Section 8.04(c) The Company agrees to indemnify and hold harmless each within 30 days after receipt from such Lender of a certificate setting forth in reasonable detail the calculation of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, amount such Lender or any such person is a party entitled to any action or proceeding out of which any such expense arises); provided that nothing in claim under this Section 9.04(c8.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities (which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity certificate shall be effective whether or not such investigationconclusive and binding for all purposes, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimabsent manifest error). (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand (i) all reasonable costs and out-of-pocket expenses of the ArrangersAdministrative Agent, the Administrative Agent Issuing Banks and the Collateral Agent (in their respective capacities as such) Lenders in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, Basic Documents including, without limitation, the reasonable (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable and documented fees and expenses of a single Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to Citibank, but not, under this clause (A) or clause (B) below, of any other counsel) whether or not any of the transactions contemplated by this Agreement are consummated, (B) the reasonable and documented fees and expenses of counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and thereto, with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company further agrees responsibilities, or the perfection, protection or preservation of rights or interests, under the Basic Documents, and (C) with respect to pay promptly on demand negotiations with any Obligor or with other creditors of any Obligor or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may reasonably be expected to give rise to a Default or Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Administrative Agent, the Collateral Agent Issuing Banks and the Lenders in connection with the enforcement of the Basic Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, each LenderIssuing Bank and each Lender with respect thereto). (b) The Borrower agrees to indemnify and hold harmless the Administrative Agent, if each Issuing Bank and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable counsel fees and out-expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of-pocket expenses), or in connection with the enforcement (whether through negotiationspreparation for a defense of, legal proceedings any investigation, litigation or otherwise) of this Agreement and the other documents proceeding arising out of, related to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses or in connection with the enforcement Covered Transactions or the actual or alleged presence of rights under Hazardous Materials on any property owned by an Obligor or any Environmental Action relating in any way to any Obligor or any of its Subsidiaries, in each case whether or not such investigation, litigation or proceeding is brought by any Obligor, its directors, shareholders or creditors or an Indemnified Party or any Indemnified Party is otherwise a party thereto and whether or not the Covered Transactions or the other transactions contemplated hereby 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 from such Indemnified Party's gross negligence or willful misconduct. The Borrower also agrees not to assert any claim against the Administrative Agent, any Issuing Bank, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Covered Transactions or any part thereof or the other transactions contemplated herein or in any other Basic Document or the actual or proposed use of the proceeds of the Advances. For purposes of this Section 9.04(a9.04(b). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any the term "non-Tax claimappealable" includes any judgment as to which all appeals have been taken or as to which the time for taking an appeal shall have expired. (bc) If any payment of principal of of, or Conversion of, any Eurocurrency Eurodollar Rate Advance extended to the Company is made by the Borrower to or for the account of a Lender other than on the last day of the interest period Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06 2.03, 2.05, 2.08(b)(i) or 2.09(d) or as the result of acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which that it may reasonably incur as a result of such payment, including, without limitation, any lossloss (including 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. (cd) The Company agrees If any Obligor fails to indemnify pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, reasonable and hold harmless each documented fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Obligor by the Administrative Agent and the Collateral Agent (or any Lender, in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsole discretion. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company agrees to pay promptly and reimburse on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreementthe Loan Documents and any related documentation, including (and limited to, in the other documents case of fees, charges and disbursements of legal counsel) reasonable and documented fees, charges and disbursements of one counsel to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent (and, if reasonably necessary, of a single one local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictionsany relevant jurisdiction) and, solely in the case of an actual or perceived potential conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counselinterest, of another firm of one additional counsel for such affected party(and, if reasonably necessary, one additional local counsel in any relevant jurisdiction) with respect thereto hereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses of the Administrative Agent and each of the Banks), incurred by the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), Issuing Bank or any Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement any Loan Document including reasonable and the other documents to be delivered hereunder, including, without limitation, reasonable documented counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a10.04(a). This Section 9.04(a) The Company shall not apply with respect be responsible to Taxes other than reimburse any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimBank for the costs of the appointment by such Bank of a Confirming Bank. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of hereby indemnifies the Administrative Agent, the Collateral Agent JPMorgan, Citigroup Global Markets Inc., Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, Mxxxxx Sxxxxxx Senior Funding, Inc., MUFG Bank, Ltd and Wxxxx Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers, each Bank, each Issuing Bank and each Lender of their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including all reasonable and documented fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each director, officer, employee, agent and attorney case arising out of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) or in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to which this Agreement or the indemnity in this paragraph appliestransactions contemplated hereby or thereby, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any GuarantorCompany, any of the Company’s equity holders its shareholders or creditors, an Indemnified Person Party or any other person Person, or entity, whether or not an Indemnified Person Party is otherwise a party thereto. This Section 9.04(c, 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 claim, damage, loss, liability or expense (A) shall is found by a final, non-appealable judgment of a court of competent jurisdiction to result from the bad faith, willful misconduct or gross negligence of such Indemnified Party or any of its Related Parties, (B) to the extent resulting from any proceeding that does not apply with respect to Taxes involve an act or omission of the Company or any of its Affiliates and that is brought by an Indemnified Party solely against another Indemnified Party, other than claims against the Administrative Agent, any Taxes Arranger or any Issuing Bank in its capacity in fulfilling its role as an agent or arranger under this Agreement or (C) to the extent resulting from a material breach by such Indemnified Party or any Related Parties thereof of its obligations hereunder as found by a final, non-appealable judgment by a court of competent jurisdiction. The Company's obligation to reimburse legal expenses pursuant hereto shall be limited to the fees, charges and disbursements of one counsel to all Indemnified Parties (and, if reasonably necessary, one local counsel in any relevant jurisdiction) and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction). The Company and the Guarantors hereby further agree that represent lossesno Indemnified Party shall have any liability (whether direct or indirect, claimsin contract, damagestort or otherwise) to the Company or any Guarantor for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby, etc. arising 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; provided that nothing in this paragraph shall be deemed to constitute a waiver of any claim the Company may have, or to exculpate any Person from any non-Tax claim. (d) To liability that such Person may have to the fullest extent permitted Company, for breach by applicable law, neither the Company nor such Person of its obligations under this Agreement. Neither any Guarantor shall assert, and the Company and each Guarantor each hereby waivesBank, any claim against Issuing Bank nor the Administrative Agent shall in any Indemnified Person, on event be liable for any theory of liability, for special, indirect, consequential or punitive damages. No Indemnified Party shall be liable for any damages (as opposed to direct arising from the use by unintended recipients of any information or actual damages) arising out ofother materials distributed by it through telecommunications, electronic or other information transmission systems in connection with, with this Agreement or as a result of this Agreement, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, except to the extent that such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to result primarily from the bad faith, willful misconduct or gross negligence of such Indemnified Party or any of its Related Parties. (c) If (i) the Company makes any payment of principal of any Eurodollar Rate Advance on a day other than the last day of an Interest Period with respect thereto, or (ii) the use Company fails to make a Borrowing or a prepayment of, or a continuation of or a conversion into, Eurodollar Rate Advances after having given notice thereof pursuant to this Agreement, the Company shall reimburse each Bank upon demand for any resulting loss, cost or expense incurred by such Bank, including any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin, for the period after such payment, failure to borrow, failure to continue, failure to convert or failure to prepay, following its receipt of a certificate of such Bank in reasonable detail as to the amount of such loss, cost or expense, which certificate shall be conclusive and binding on the Company in the absence of manifest error. (d) Amounts due under this Section 10.04 shall be payable not later than 15 Business Days after written demand therefor providing reasonable detail regarding the amount so demanded. (e) Notwithstanding that Holdco does not constitute the "Company" prior to the consummation of the proceeds thereofReorganization, Holdco hereby agrees to pay or cause to paid, and to be jointly and severally liable with Cigna for, any payment obligations of the Company under this Section 10.04 on or prior to the Reorganization, as if Holdco was named as the "Company" during such time; provided however, that notwithstanding the foregoing or anything to the contrary provided herein, if the Incremental Commitments Termination Date occurs, Holdco will not have any rights, benefits, duties or obligations under any Loan Document as the Company and shall be automatically released and discharged in all respects from all such duties or obligations hereunder and thereunder on and after the Incremental Commitments Termination Date.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on and reimburse within 30 days after demand (i) all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, the other Loan Documents and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket out‑of‑pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunderunder this Agreement and the other Loan Documents and (ii) all reasonable out of pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lenderexpenses, if any (including, without limitation, reasonable counsel fees and out-of-pocket expensesexpenses of the Administrative Agent, each Issuing Bank and each of the Lenders), incurred by the Administrative Agent, any Issuing Bank or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a. (b) shall not apply with respect to Taxes other than The Borrower hereby indemnifies the Administrative Agent, Citigroup Global Markets Inc., each syndication agent, each documentation agent, each Lender, each Issuing Bank and each of their respective Related Parties (each, an “Indemnified Party”) from and against any Taxes that represent losses, and all claims, damages, etclosses, liabilities and expenses (including, without limitation, 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, the other Loan Documents or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances or Letters of Credit (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 strictly comply with the terms of such Letter of Credit as determined using international standard practices), 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 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, or (ii) from a breach of this Agreement by such Indemnified Party. 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 Documents or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances or Letters of Credit or any damages arising from the use by unintended recipients of any non-Tax claiminformation 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 Person for any indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) in connection with or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby. (bc) If any payment of principal of of, or Conversion or Continuation of, any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period an Interest Period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reasonreason (other than a payment or Conversion pursuant to Section 2.13), or the Borrower fails (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower, the Company shall, upon demand by any Lender Borrower shall pay (with a copy of such demand subject to the Administrative Agentlast sentence of this Section 8.04(c), pay ) to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Continuation, Conversion or failure to prepay, borrow, continue or Convert, including, without limitation, any lossloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c. The Borrower shall pay amounts owing to any Lender pursuant to this Section 8.04(c) The Company agrees to indemnify and hold harmless each within 30 days after receipt from such Lender of a certificate setting forth in reasonable detail the calculation of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, amount such Lender or any such person is a party entitled to any action or proceeding out of which any such expense arises); provided that nothing in claim under this Section 9.04(c8.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities (which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity certificate shall be effective whether or not such investigationconclusive and binding for all purposes, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimabsent manifest error). (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company agrees Borrower agrees, regardless of whether the Effective Date occurs, to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, Administrative Agent (including the allocated time charges of the Administrative Agent and the Collateral Agent andAgent's legal departments, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictionsas their respective internal counsel) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunderunder this Agreement. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent Agents and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunderhereunder or thereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 2.05 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance; provided that conversion of a Eurodollar Rate Advance to a Base Rate Advance in accordance with the provisions of Section 2.02(b)(iii) shall not be considered a payment for purposes of this Section 8.04(b). (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral each Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”"indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral an Agent, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral each Agent, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral such Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent Arrangers and the Collateral Agent Agents (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent Arrangers and the Collateral Agent Agents and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent Arrangers and the Collateral Agent Agents as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral each Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative applicable Agent), pay to the Administrative applicable Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral each Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral each Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral an Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral each Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral such Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent Agents in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly and reimburse on demand (i) all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) each Arranger in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, Agreement and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of a single counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Arrangers, Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement, (ii) all costs and expenses incurred by any Issuing Lender in connection with the Collateral Agent issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all costs and expenses, if any (including the reasonable and documented fees and out-of-pocket expenses of one counsel to the Administrative Agent, each Issuing Lender and each of the Lenders taken as a whole, and, if reasonably necessary, of a single specialty or local counsel in to the Administrative Agent, each appropriate jurisdiction (which may include Issuing Lender and each of the Lenders taken as a single special counsel acting in multiple jurisdictions) and, whole; provided that in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising any of the Arrangersforegoing counsel, the Administrative Agent one additional counsel to all affected Lenders similarly situated and the Collateral Agent taken as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of a whole), incurred by the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), Issuing Lender or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a10.4(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify Such reasonable fees and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigatingshall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, defending regardless of whether this Agreement is executed and delivered by the parties hereto or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened the transactions contemplated by this Agreement are consummated. (whether or not b) The Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Agenteach Arranger, such each Issuing Lender, each Lender 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 such person is a party Indemnified Party, in each case arising out of or in connection with or relating to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to which this Agreement or the indemnity transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Loans or the Letters of Credit (including any refusal by an Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in this paragraph appliesconnection with such demand do not strictly comply with the terms of such Letter of Credit), such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any GuarantorBorrower, any of the Company’s equity holders its shareholders or creditors, an Indemnified Person Party or any other person Person, or entity, whether or not an Indemnified Person Party is otherwise a party thereto. This Section 9.04(c, 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 (c) The Borrower hereby further agrees that (i) no Indemnified Party shall not apply have any liability to the Borrower for or in connection with respect or relating to Taxes other than this Agreement or the transactions contemplated hereby or thereby or any Taxes that represent lossesuse made or proposed to be made with the proceeds of the Loans, claimsexcept to the extent such liability is found in a final, damages, etc. arising from any non-Tax claim. appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct and (dii) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each hereby waives, Borrower will not assert any claim against the Administrative Agent or any Indemnified PersonLender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys or agents, on any theory of liability, for specialconsequential, indirect, consequential special or punitive damages (as opposed to direct or actual damages) arising out ofof 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 withwith 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 AgreementSection to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Lender, the Swingline Lender 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 Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, 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 agreement such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or instrument contemplated herebyindemnified loss, claim, damage, liability or related expense, as the transactions contemplated herebycase may be, was incurred by or asserted against the Administrative Agent (or any Advance such sub-agent), such Issuing Lender or the use Swingline Lender in its capacity as such, or against any Related Party of any of the proceeds thereofforegoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (e) are subject to the provisions of Section 4.7.

Costs, Expenses and Indemnification. (a) The Company agrees to Each Borrower shall pay promptly on demand (i) all reasonable costs and out-of-pocket expenses of the Arrangers, incurred by the Administrative Agent and the Collateral Agent (in their respective capacities as such) Agent-Related Persons, including reasonable fees, expenses and disbursements of one law firm, in connection with the preparationsyndication of the credit facilities provided for herein, executionthe preparation and administration of this Agreement or any amendments, deliverymodifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), administrationand (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, syndicationincluding the fees, modification charges and amendment disbursements of any counsel for the 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 negotiations in respect of such Loans or L/C Obligations. (b) Each Borrower shall indemnify the Administrative Agent, each Lender, the Fronting L/C Issuer, the Several L/C Agent, each Limited Fronting Lender and the other documents to be delivered hereunder or thereunderdirectors, officers, employees, agents, advisors and Affiliates of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (including, without limitation, the reasonable fees fees, charges and out-of-pocket expenses disbursements of a single one counsel for the ArrangersIndemnitees, unless the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) andIndemnitees have conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses shall include the case reasonable fees, charges and disbursements of an actual no more than such number of counsels as are necessary to represent such conflicting interests) incurred by any Indemnitee or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if asserted against any (including, without limitation, reasonable counsel fees and out-Indemnitee arising out of-pocket expenses), in connection with with, or as a result of (i) the enforcement (whether through negotiations, legal proceedings execution or otherwise) delivery of this Agreement and Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the other performance by the parties hereto of their respective obligations hereunder or thereunder, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Fronting L/C Issuer, Several L/C Agent or any Limited Fronting Lender to honor a demand for payment under a Letter of Credit if the documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses presented in connection with such demand do not strictly comply with the enforcement terms of rights under this Section 9.04(asuch Letter of Credit). This Section 9.04(a, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, and regardless of whether any Indemnitee is a party thereto (collectively, the “Indemnified Liabilities”); provided that such indemnity shall not apply with respect not, as to Taxes other than any Taxes Indemnitee, be available to the extent that represent such losses, claims, damages, etc. arising from any non-Tax claim. liabilities, penalties or related expenses (bx) If any payment are determined by a court of principal of any Eurocurrency Rate Advance extended competent jurisdiction by final and nonappealable judgment to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified PersonIndemnitee, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as (y) are determined by a court of competent jurisdiction. In the case jurisdiction by final and nonappealable judgment to have resulted from a breach in bad faith by an Indemnitee in any material respect of an investigationsuch Indemnitee’s obligations hereunder or under any other Loan Document, litigation or (z) result from any action, suit, proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is claim solely among Indemnitees brought by any Indemnitee against any other Indemnitee (other than such other Indemnitee acting in its capacity as Administrative Agent, Fronting L/C Issue, Several L/C Agent and/or Limited Fronting Lender to the Company extent otherwise entitled to be indemnified hereunder) that does not involve an act or any Guarantor, omission (or alleged act or omission) by the Borrowers or any of the CompanyBorrowers’ 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 Lender’s equity holders Pro Rata Share (determined as of the time that the applicable unreimbursed expense or creditorsindemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an Indemnified Person claim, damage, liability or any other person related expense, as the case may be, was incurred by or entityasserted against the Administrative Agent, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimin its capacity as such. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor Borrowers shall not assert, and the Company and each Guarantor each Borrower hereby waives, any claim against any Indemnified PersonIndemnitee, 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 of, this Agreement, Agreement or any agreement or instrument contemplated hereby, the transactions contemplated herebyTransactions, any Advance 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 resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly and reimburse on demand (i) all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) each Arranger in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, Agreement and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company further agrees to pay promptly on demand under this Agreement, (ii) (iii) all costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of the Administrative Agentany Letter of Credit or any demand for payment thereunder, the Collateral Agent and of each Lender(iii) all costs and expenses, if any (including, without limitation, reasonable counsel fees and out-of-pocket expensesexpenses of the Administrative Agent, the Issuing Bank and each of the Lenders), incurred by the Administrative Agent, the Issuing Bank or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(aSuch 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. (i) shall not apply with respect The Borrower hereby agrees to Taxes other than indemnify the Administrative Agent, each Arranger, the Issuing Bank, each Lender and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) from and against any Taxes that represent losses, and all direct claims, damages, etc. 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 from 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 Advances or the Letters of Credit (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), 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 3 are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such direct claim, damage, loss, liability or expense is found in a final, non-Tax claimappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (bii) 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 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. (c) If any payment of principal of of, or Conversion or Continuation of, any Eurocurrency Eurodollar Rate Advance extended to the Company of a Lender is made on a day other than on the last day of the interest period an Interest Period for such Advance, Advance as a result of a payment pursuant to Section 2.06 any optional or mandatory prepayment, acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), Borrower shall pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses (other than loss of profit) which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost Continuation or expense incurred by reason of Conversion and the liquidation or reemployment of deposits or other funds acquired by any such Lender to fund or maintain such Advance. (c) The Company agrees . A certificate as to indemnify the amount of such losses, costs and hold harmless each of expenses, submitted to the Borrower and the Administrative Agent and the Collateral Agent (in its capacity as such)by such Lender, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigationconclusive and binding for all purposes, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimabsent manifest error. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company agrees to pay promptly and reimburse on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreementthe Loan Documents and any related documentation, including (and limited to, in the other documents case of fees, charges and disbursements of legal counsel) reasonable and documented fees, charges and disbursements of one counsel to be delivered hereunder or thereunder, including, without limitation, the reasonable fees Arrangers and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent (and, if reasonably necessary, of a single one local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictionsany relevant jurisdiction) and, solely in the case of an actual or perceived potential conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counselinterest, of another firm of one additional counsel for such affected party(and, if reasonably necessary, one additional local counsel in any relevant jurisdiction) with respect thereto hereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses of the Administrative Agent and each of the Banks), incurred by the Administrative Agent, the Collateral Agent and of each Lender, if or any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement any Loan Document including reasonable and the other documents to be delivered hereunder, including, without limitation, reasonable documented counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a10.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of hereby indemnifies the Administrative Agent, the Collateral Agent Mxxxxx Sxxxxxx, MUFG Bank, Ltd, Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and Wxxxx Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers, each Bank and each Lender of their respective Affiliates and each directortheir respective officers, officerdirectors, employeeemployees, agent agents, advisors and attorney of the Administrative Agent’srepresentatives (each, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified PersonParty”) from and against any and all claims, damages, losses, liabilities and expenses (including all reasonable and documented 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 any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to which this Agreement or the indemnity in this paragraph appliestransactions contemplated hereby or thereby, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any GuarantorCompany, any of the Company’s equity holders its shareholders or creditors, an Indemnified Person Party or any other person Person, or entity, whether or not an Indemnified Person Party is otherwise a party thereto. This Section 9.04(c, 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 claim, damage, loss, liability or expense (A) shall is found by a final, non-appealable judgment of a court of competent jurisdiction to result from the bad faith, willful misconduct or gross negligence of such Indemnified Party or any of its Related Parties, (B) to the extent resulting from any proceeding that does not apply with respect to Taxes involve an act or omission of the Company or any of its Affiliates and that is brought by an Indemnified Party solely against another Indemnified Party, other than claims against the Administrative Agent or any Taxes Arranger in its capacity in fulfilling its role as an agent or arranger under this Agreement or (C) to the extent resulting from a material breach by such Indemnified Party or any Related Parties thereof of its obligations hereunder as found by a final, non-appealable judgment by a court of competent jurisdiction. The Company’s obligation to reimburse legal expenses pursuant hereto shall be limited to the fees, charges and disbursements of one counsel to all Indemnified Parties (and, if reasonably necessary, one local counsel in any relevant jurisdiction) and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction). The Company and the Guarantors hereby further agree that represent lossesno Indemnified Party shall have any liability (whether direct or indirect, claimsin contract, damagestort or otherwise) to the Company or any Guarantor for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby, etc. arising 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; provided that nothing in this paragraph shall be deemed to constitute a waiver of any claim the Company may have, or to exculpate any Person from any non-Tax claim. (d) To liability that such Person may have to the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each hereby waives, any claim against any Indemnified Person, on any theory of liabilityCompany, for breach by such Person of its obligations under this Agreement. Neither any Bank, nor the Administrative Agent shall in any event be liable for any special, indirect, consequential or punitive damages. No Indemnified Party shall be liable for any damages (as opposed to direct arising from the use by unintended recipients of any information or actual damages) arising out ofother materials distributed by it through telecommunications, electronic or other information transmission systems in connection with, with this Agreement or as a result of this Agreement, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, except to the extent that such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to result primarily from the bad faith, willful misconduct or gross negligence of such Indemnified Party or any Advance of its Related Parties. (c) If (i) the Company makes any payment of principal of any Eurodollar Rate Loan on a day other than the last day of an Interest Period with respect thereto, or (ii) the use Company fails to make a Borrowing or a prepayment of, or a continuation of or a conversion into, Eurodollar Rate Loan after having given notice thereof pursuant to this Agreement, the Company shall reimburse each Bank upon demand for any resulting loss, cost or expense incurred by such Bank, including any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin, for the period after such payment, failure to borrow, failure to continue, failure to convert or failure to prepay, following its receipt of a certificate of such Bank in reasonable detail as to the amount of such loss, cost or expense, which certificate shall be conclusive and binding on the Company in the absence of manifest error. (d) Amounts due under this Section 10.04 shall be payable not later than 15 Business Days after written demand therefor providing reasonable detail regarding the amount so demanded. (e) Notwithstanding that Holdco does not constitute the “Company” prior to the consummation of the proceeds thereofReorganization, Holdco hereby agrees to pay or cause to paid, and to be jointly and severally liable with Cigna for, any fees payable by and other payment obligations of the Company under any Loan Document on or prior to the Reorganization, as if Holdco was named as the “Company” during such time.

Costs, Expenses and Indemnification. (a) The Company agrees to pay promptly on and reimburse within 30 days after demand (i) all reasonable costs and documented out-of-pocket costs and expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, the other Loan Documents and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable and documented fees and out-of-pocket out‑of‑pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunderunder this Agreement and the other Loan Documents, (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Swingline Lender in connection with the issuance, amendment, renewal or extension of any Swingline Loan or any demand for payment thereunder. The Company further agrees to pay promptly on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent and of each Lenderexpenses, if any (including, without limitation, reasonable and documented counsel fees and out-of-pocket expensesexpenses of the Administrative Agent, each Issuing Bank, the Swingline Lender and each of the Lenders), incurred by the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, reasonable and documented counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a. (b) shall not apply with respect to Taxes other than The Company hereby indemnifies the Administrative Agent, CGMI, the syndication agent, each documentation agent, each Arranger, each Lender, the Swingline Lender, each Issuing Bank and each of their respective Related Parties (each, an “Indemnified Party”) from and against any Taxes that represent losses, and all claims, damages, etclosses, liabilities and expenses (including, without limitation, reasonable and documented 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, the other Loan Documents or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, Swingline Loans or Letters of Credit (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 strictly comply with the terms of such Letter of Credit as determined using international standard practices), whether or not such investigation, litigation or proceeding is brought by any Borrower, any of their respective 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 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 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 any Borrower or any of its respective Affiliates; provided that, any legal expenses shall be limited to the reasonable and documented fees and out-of-pocket expenses of 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. Each Borrower hereby further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to such Borrower for or in connection with or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, Swingline Loans or Letters of Credit or any damages arising from the use by unintended recipients of any non-Tax claiminformation 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 such Borrower may have, or to exculpate any Person from any liability that such Person may have to such Borrower, for breach by such Person of its obligations under this Agreement. In no event shall any Indemnified Party have any liability to any 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 this Agreement, the other Loan Documents or the transactions contemplated hereby. (bc) If any payment of principal of of, or Conversion or Continuation of, any Eurocurrency Term Benchmark Rate Advance extended to the Company is made other than on the last day of the interest period an Interest Period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reasonreason (other than a payment or Conversion pursuant to Section 2.14), or any Borrower fails (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Company or the applicable Borrower, the Company shall, upon demand by any Lender applicable Borrower shall pay (with a copy of such demand subject to the Administrative Agentlast sentence of this Section 8.04(c), pay ) to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Continuation, Conversion or failure to prepay, borrow, continue or Convert, including, without limitation, any lossloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c. The Borrowers shall pay amounts owing to any Lender pursuant to this Section 8.04(c) The Company agrees to indemnify and hold harmless each within 30 days after receipt from such Lender of a certificate setting forth in reasonable detail the calculation of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, amount such Lender or any such person is a party entitled to any action or proceeding out of which any such expense arises); provided that nothing in claim under this Section 9.04(c8.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities (which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity certificate shall be effective whether or not such investigationconclusive and binding for all purposes, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimabsent manifest error). (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company agrees to Each Borrower shall pay promptly on demand (i) all reasonable costs and out-of-pocket expenses of the Arrangers, incurred by the Administrative Agent and the Collateral Agent (in their respective capacities as such) Agent-Related Persons, including reasonable fees, expenses and disbursements of one law firm, in connection with the preparationsyndication of the credit facilities provided for herein, executionthe preparation and administration of this Agreement or any amendments, deliverymodifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), administrationand (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, syndicationincluding the fees, modification charges and amendment disbursements of any counsel for the 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 negotiations in respect of such Loans or L/C Obligations. (b) Each Borrower shall indemnify the Administrative Agent, each Lender, the Fronting L/C Issuer, the Several L/C Agent, each Limited Fronting Lender and the other documents to be delivered hereunder or thereunderdirectors, officers, employees, agents, advisors and Affiliates of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (including, without limitation, the reasonable fees fees, charges and out-of-pocket expenses disbursements of a single one counsel for the ArrangersIndemnitees, unless the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) andIndemnitees have conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses shall include the case reasonable fees, charges and disbursements of an actual no more than such number of counsels as are necessary to represent such conflicting interests) incurred by any Indemnitee or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if asserted against any (including, without limitation, reasonable counsel fees and out-Indemnitee arising out of-pocket expenses), in connection with with, or as a result of (i) the enforcement (whether through negotiations, legal proceedings execution or otherwise) delivery of this Agreement and Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the other performance by the parties hereto of their respective obligations hereunder or thereunder, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Fronting L/C Issuer, Several L/C Agent or any Limited Fronting Lender to honor a demand for payment under a Letter of Credit if the documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses presented in connection with such demand do not strictly comply with the enforcement terms of rights under this Section 9.04(asuch Letter of Credit). This Section 9.04(a, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, and regardless of whether any Indemnitee is a party thereto (collectively, the “Indemnified Liabilities”); provided that such indemnity shall not apply with respect not, as to Taxes other than any Taxes Indemnitee, be available to the extent that represent such losses, claims, damages, etc. arising from any non-Tax claim. liabilities, penalties or related expenses (bx) If any payment are determined by a court of principal of any Eurocurrency Rate Advance extended competent jurisdiction by final and nonappealable judgment to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified PersonIndemnitee, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as (y) are determined by a court of competent jurisdiction. In the case jurisdiction by final and nonappealable judgment to have resulted from a breach in bad faith by an Indemnitee in any material respect of an investigationsuch Indemnitee’s obligations hereunder or under any other Loan Document, litigation or (z) result from any action, suit, proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is claim solely among Indemnitees brought by any Indemnitee against any other Indemnitee (other than such other Indemnitee acting in its capacity as Administrative Agent, Fronting L/C Issuer, Several L/C Agent and/or Limited Fronting Lender to the Company extent otherwise entitled to be indemnified hereunder) that does not involve an act or any Guarantor, omission (or alleged act or omission) by the Borrowers or any of the CompanyBorrowers’ 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 Lender’s equity holders Pro Rata Share (determined as of the time that the applicable unreimbursed expense or creditorsindemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an Indemnified Person claim, damage, liability or any other person related expense, as the case may be, was incurred by or entityasserted against the Administrative Agent, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimin its capacity as such. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor Borrowers shall not assert, and the Company and each Guarantor each Borrower hereby waives, any claim against any Indemnified PersonIndemnitee, 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 of, this Agreement, Agreement or any agreement or instrument contemplated hereby, the transactions contemplated herebyTransactions, any Advance 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 resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly and reimburse on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) Lender in connection with (i) the negotiation, preparation, execution, delivery, administration, syndication, modification execution and amendment delivery of this Agreement, the Borrower Security Agreement, the Note, the other Facility Documents and the other documents to be delivered hereunder or thereunderthereunder or in respect of the transactions contemplated hereby or thereby, including, without limitation, including the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected partyand (ii) any amendment, with respect thereto and consent or waiver with respect to advising any of the Arrangers, the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities hereunderforegoing. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lenderexpenses, if any (including, without limitationbut not limited to, reasonable counsel fees and out-of-pocket expenses), incurred by Lender in connection with administration, modification and supplementation of this Agreement, the Borrower Security Agreement, the Note, the other Facility Documents, the Collateral and the collateral under the Subsidiary Security Agreement, and the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Borrower Security Agreement, the Note, the other Facility Documents and the other documents to be delivered hereunderhereunder or in respect of the transactions contemplated hereby, including, without limitationbut not limited to, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(asubsection and under any other Facility Document and any fees and expenses of Lender in any bankruptcy or insolvency proceeding in respect of Borrower. (i) Borrower shall not apply with respect to Taxes other than indemnify Lender and each of its Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any Taxes that represent losses, and all claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or liabilities and expenses which it may reasonably incur as a result of such payment, (including, without limitationbut not limited to, any loss, cost or expense fees and disbursements of counsel) that may be incurred by reason or asserted or awarded against any Indemnified Party, in each case arising out of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with or relating to any expensesinvestigation, losses, claims, damages litigation or liabilities proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to which the Administrative Agentthis Agreement, the Collateral AgentBorrower Security Agreement, a Lender the Note, any other Facility Document or such Indemnified Persons may become subjectthe transactions contemplated hereby or thereby, insofar as such expenses, losses, claims, damages or liabilities any consent (or actions lack of consent) rendered by Lender in connection with Collateral and the collateral under the Subsidiary Security Agreement (including, but not limited to, substitution or other proceedings commenced reallocation), or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use made or intended use proposed to be made of the proceeds of the AdvancesAdvance, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any GuarantorBorrower, any of the Company’s equity holders its owners or creditors, an Indemnified Person Party or any other person Person, or entity, whether or not an Indemnified Person Party is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and whether or not any of the Company and each Guarantor each hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential conditions precedent set forth in Article III are satisfied or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, or any agreement or instrument contemplated hereby, the transactions contemplated herebyby this Agreement are consummated, any Advance except to the extent such claim, damage, loss, liability or the use of the proceeds thereofexpense results from such Indemnified Party’s fraud, gross negligence or willful misconduct.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable and documented costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, syndication, execution, delivery, administration, syndication, modification and amendment of this Agreement, the Revolving Credit Notes and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of a single one counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunderunder this Agreement. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lenderthe Lenders, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses)any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Revolving Credit Notes and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses of one counsel for the Agent and the Lenders (including in connection with the enforcement of rights under this Section 9.04(a8.04(a)), unless the Agent and the Lenders have conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses shall include the reasonable fees and disbursements of no more than such number of counsels as are necessary to represent such conflicting interests). This Section 9.04(aAll references in this clause (a) to fees and expenses shall not apply with respect be deemed to Taxes other than refer to invoiced and reasonably documented out-of-pocket fees and expenses. (b) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their respective Affiliates and their officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any Taxes that represent losses, and all claims, damages, etcpenalties, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel (limited in the case of legal fees and expenses to the reasonable fees and expenses of one counsel to the Indemnified Parties unless the Indemnified Parties have conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses shall include the reasonable fees and disbursements of no more than such number of counsels as are necessary to represent such conflicting interests)) incurred by or asserted or awarded against any Indemnified Party in each case arising out of or in connection with or by reason of any investigation, litigation or proceeding (or preparation of a defense in connection therewith) by a third party with respect to the Revolving Credit Notes, this Agreement, the arrangement or syndication of this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolving Credit Advances or Letters of Credit, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (i) such Indemnified Party’s gross negligence or willful misconduct or the gross negligence or willful misconduct of such Indemnified Party’s controlled Affiliates or its or their officers, directors or employees or (ii) a material breach by such Indemnified Party or its controlled Affiliates or officers, directors or employees of its express obligations under this Agreement. Each party hereto agrees not to assert any claim for special, indirect, consequential or punitive damages against the Agent, any Lender, the Borrower, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, arising out of or otherwise relating to the Revolving Credit Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolving Credit Advances, provided that this sentence shall not relieve the Borrower from any nonof its obligations hereunder, including, without limitation any of its indemnification obligations set forth in this Agreement. All references in this clause (b) to fees and expenses shall be deemed to refer to invoiced and reasonably documented out-Tax claimof-pocket fees and expenses. (bc) If any payment of principal of of, or Conversion of, any Eurocurrency Eurodollar Rate Advance extended to the Company is made by the Borrower to or for the account of a Lender other than on the last day of the interest period Interest Period for such Revolving Credit Advance, as a result of a payment or Conversion pursuant to Section 2.06 2.08(d) or (e), 2.10 or 2.12, acceleration of the maturity of the Advances Revolving Credit Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the Company last day of the Interest Period for such Revolving Credit Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(b), the Borrower shall, upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which that it may reasonably incur as a result of such paymentpayment or Conversion, including, without limitation, any lossloss (excluding loss of anticipated profits, indirect losses and special or consequential damages), 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 Revolving Credit Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To Without prejudice to the fullest extent permitted by applicable law, neither survival of any other agreement of the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated herebyBorrower hereunder, the transactions contemplated hereby, any Advance or the use agreements and obligations of the proceeds thereofBorrower contained in Sections 2.11, 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Revolving Credit Notes.

Costs, Expenses and Indemnification. (a) The Company agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses (other than Taxes, for which the provisions of the Arrangers, the Administrative Agent and the Collateral Section 2.12 shall apply instead) of Agent (in their respective capacities its capacity as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subjectsubject (other than Taxes, for which the provisions of Section 2.12 shall apply instead), insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court count of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any GuarantorCompany, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall not assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) All statements, reports, certificates, opinions and other documents or information required to be furnished by the Borrower to any Secured Party under this Common Agreement or any other Financing Document shall be supplied without cost to such Secured Party. The Company agrees to pay promptly on demand Borrower shall pay, within five (5) Business Days after receipt of an invoice by the Borrower, (i) all reasonable costs and out-of-pocket costs and expenses of the Arrangers, the Administrative Agent and the Collateral Agent each Creditor Representative (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, including the reasonable fees and disbursements of its counsel), incurred in connection with (1) the negotiation, preparation, execution and delivery of the Transaction Documents or any waiver or amendment of, or supplement or modification to, the Transaction Documents, (2) the review of any of the other agreements, instruments or documents referred to in this Common Agreement or any other Financing Document or relating to the transactions contemplated hereby or thereby, and (3) the filing or recording of any Financing Document and of any other document or instrument required to be filed in connection therewith; (ii) the reasonable fees and disbursements of the Independent Engineer, the Environmental Consultant and the Insurance Consultant for their services rendered to the Secured Parties from time to time; (iii) all reasonable out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), Creditor Representatives incurred in connection with the enforcement ongoing administration of the transactions contemplated hereby; and (iv) all costs and expenses (including the fees and disbursements of counsel, including in-house counsel) of any Creditor Representative incident to (x) the investigation of any Default or Event of Default, (y) the enforcement, collection, protection or preservation of any right or claim under the Transaction Documents or the custody or preservation of, the sale of, collection from, or other realization upon, any of the Collateral (whether through negotiations, legal proceedings or otherwise), or (z) any workout or restructuring of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and transactions contemplated by the Financing Documents; provided that (A) the out-of-pocket costs and expenses of each Creditor Representative incurred on or before the Closing Date in connection with (1) the enforcement negotiation, preparation, execution and delivery of rights the Transaction Documents or any waiver or amendment of, or supplement or modification to, the Transaction Documents, (2) the review of any of the other agreements, instruments or documents referred to in this Common Agreement or any other Financing Document or relating to the transactions contemplated hereby or thereby, and (B) the reasonable fees and disbursements of the Independent Engineer, the Environmental Consultant and the Insurance Consultant for their services rendered to the Secured Parties from time to time (other than fees and disbursements incurred in connection with (1) any investigation of any Default or Event of Default, (2) the enforcement, collection, protection or preservation of any right or claim under this Section 9.04(athe Transaction Documents or the custody or preservation of, the sale of, 103 collection from, or other realization upon, any of the Collateral (whether through negotiations, legal proceedings or otherwise). This Section 9.04(a, or (3) any workout or restructuring of the transactions contemplated by the Financing Documents) shall not apply be subject to the limitations, if any, set forth in the applicable Fee Letter. In the event that any Secured Party incurs any costs or expenses or renders any services in connection with respect a Bankruptcy Event of Default, such costs and expenses (including the reasonable charges and expenses of counsel) and the compensation for such services are intended to Taxes constitute expenses of administration under any applicable bankruptcy, insolvency or other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsimilar law. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, The Borrower shall pay upon demand by any Lender (transfer fee payable in connection with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceGuarantee. (c) The Company Borrower hereby agrees to indemnify and hold harmless each of the Administrative Agent Secured Party and the Collateral Agent (in its capacity as such)their respective officers, each Lender directors, employees, agents, professional advisors and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate 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) that any of them may incur or that may be claimed against any of them by any Person by reason of or in connection with any expensesFunded Debt, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions Investor Note or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from Obligation, any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender Transaction Document or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or other proceeding relating to which the indemnity in this paragraph appliesProject (each, such indemnity shall be effective whether or not such investigationa "Project Matter"), litigation or proceeding is brought initiated by a Person other than the Company or any Guarantorparties hereto, any other than as a result of the Company’s equity holders Indemnified Person's gross negligence or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimwillful misconduct. (d) To the fullest extent permitted by applicable law, neither the Company nor Borrower hereby agrees to defend, indemnify, and hold harmless each Indemnified Person from and against any Guarantor and all loss, cost, expense, claim, liability, or asserted liability incurred in connection with any and all claims or proceedings for bodily injury, death, property damage, abatement or remediation, or any other injury or damage resulting from or relating, directly or indirectly, to (i) any Contaminant currently located or that came to be located upon the Property (whether or not such Release was caused by the Borrower, a tenant, subtenant, or a prior owner or tenant of the Property and whether or not the alleged liability is attributable to the handling, storage, generation, transportation, or disposal of such Contaminants or the mere presence of such Contaminants on the Property), (ii) any Contaminant that has migrated, leached, or traveled on to or off of the Property, from any source or (iii) the breach or alleged breach of any EHS Requirements by the Borrower, or any EHS Damages (each, an "Environmental Matter"). (e) The agreements of the Borrower in subsections (b), (c) and (d) above shall be in addition to any liabilities that the Borrower may otherwise have and shall apply whether or not a Secured Party or any other Indemnified Party is a formal party to any lawsuit, claim or other proceeding. Solely for purposes of enforcing the agreements set forth in subsections (b), (c) and (d) above, the Borrower hereby consents, to the extent permitted by law, to personal jurisdiction, service and venue in any court in which any claim or proceeding that relates to a Project Matter or an Environmental Matter is brought against an Indemnified Party. (f) The Borrower's obligations under this Section 11.04 shall survive the payment or satisfaction in full of the Obligations. If and to the extent that the obligations of the Borrower under this Section 11.04 are unenforceable for any reason, the Borrower agrees to 104 make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. (g) To the maximum extent permitted by law, the Borrower agrees not to assert, and the Company and each Guarantor each hereby waives, any claim against any the Indemnified PersonParties, on any theory of liability, for special, indirect, consequential consequential, or punitive damages (as opposed to direct of any kind whatsoever and whether or actual damages) not foreseeable, even if the Indemnified Parties have been advised of the possibility thereof and regardless of the form of action in which such damages are sought, arising out ofof or otherwise relating to the Transaction Documents, in connection with, or as a result any of this Agreement, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance herein or therein or the actual or proposed use of the proceeds thereofof the Loans or the Investor Notes.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, syndication, execution, delivery, administration, syndication, modification and amendment of this Agreement, the Revolving Credit Notes and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single one counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunderunder this Agreement. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lenderthe Lenders, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses)any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Revolving Credit Notes and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses of one counsel for the Agent and the Lenders (including in connection with the enforcement of rights under this Section 9.04(a8.04(a)), unless the Agent and the Lenders have conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses shall include the reasonable fees and disbursements of no more than such number of counsels as are necessary to represent such conflicting interests). This Section 9.04(aAll references in this clause (a) to fees and expenses shall not apply with respect be deemed to Taxes other than refer to invoiced and reasonably documented out-of-pocket fees and expenses. (b) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their respective Affiliates and their officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any Taxes that represent losses, and all claims, damages, etcpenalties, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel (limited in the case of legal fees and expenses to the reasonable fees and expenses of one counsel to the Indemnified Parties unless the Indemnified Parties have conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses shall include the reasonable fees and disbursements of no more than such number of counsels as are necessary to represent such conflicting interests)) incurred by or asserted or awarded against any Indemnified Party, in each case by a third party and arising out of or in connection with or by reason of any investigation, litigation or proceeding (or preparation of a defense in connection therewith) with respect to the Revolving Credit Notes, this Agreement, the arrangement or syndication of this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolving Credit Advances or Letters of Credit, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct or the gross negligence or willful misconduct of such Indemnified Party’s controlled Affiliates or its or their officers, directors or employees. Each party hereto agrees not to assert any claim for special, indirect, consequential or punitive damages against the Agent, any Lender, the Borrower, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, arising out of or otherwise relating to the Revolving Credit Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolving Credit Advances, provided that this sentence shall not relieve the Borrower from any nonof its obligations hereunder, including, without limitation any of its indemnification obligations set forth in this Agreement. All references in this clause (b) to fees and expenses shall be deemed to refer to invoiced and reasonably documented out-Tax claimof-pocket fees and expenses. (bc) If any payment of principal of of, or Conversion of, any Eurocurrency Eurodollar Rate Advance extended to the Company is made by the Borrower to or for the account of a Lender other than on the last day of the interest period Interest Period for such Revolving Credit Advance, as a result of a payment or Conversion pursuant to Section 2.06 2.08(d) or (e), 2.10 or 2.12, acceleration of the maturity of the Advances Revolving Credit Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the Company last day of the Interest Period for such Revolving Credit Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(b), the Borrower shall, upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which that it may reasonably incur as a result of such paymentpayment or Conversion, including, without limitation, any lossloss (excluding loss of anticipated profits, indirect losses and special or consequential damages), 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 Revolving Credit Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To Without prejudice to the fullest extent permitted by applicable law, neither survival of any other agreement of the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated herebyBorrower hereunder, the transactions contemplated hereby, any Advance or the use agreements and obligations of the proceeds thereofBorrower contained in Sections 2.11, 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Revolving Credit Notes.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses (other than Taxes, for which the provisions of the Arrangers, the Administrative Agent and the Collateral Section 2.12 shall apply instead) of Agent (in their respective capacities its capacity as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance extended to the Company Borrower is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Personindemnified person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons indemnified persons may become subjectsubject (other than Taxes, for which the provisions of Section 2.12 shall apply instead), insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c8.04(c) shall obligate the Company Borrower to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Personindemnified person, as determined by a final and nonappealable judgment by a court count of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor Borrower against an Indemnified Person indemnified person for breach in bad faith of such Indemnified Personindemnified person’s obligations hereunder in which the Company or such Guarantor Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any GuarantorBorrower, any of the CompanyBorrower’s equity holders or creditors, an Indemnified Person indemnified person or any other person or entity, whether or not an Indemnified Person indemnified person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor Borrower shall not assert, and the Company and each Guarantor each Borrower hereby waives, any claim against any Indemnified Personindemnified 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly and reimburse on demand (i) all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) each Arranger in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, Agreement and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of a single counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Arrangers, Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement, (ii) all costs and expenses incurred by any Issuing Lender in connection with the Collateral Agent issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all costs and expenses, if any (including the reasonable and documented fees and out-of-pocket expenses of one counsel to the Administrative Agent, each Issuing Lender and each of the Lenders taken as a whole, and, if reasonably necessary, of a single specialty or local counsel in to the Administrative Agent, each appropriate jurisdiction (which may include Issuing Lender and each of the Lenders taken as a single special counsel acting in multiple jurisdictions) and, whole; provided that in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising any of the Arrangersforegoing counsel, the Administrative Agent one additional counsel to all affected Lenders similarly situated and the Collateral Agent taken as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of a whole), incurred by the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), Issuing Lender or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a10.4(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 Borrower hereby agrees to indemnify the Administrative Agent, each Arranger, each Issuing Lender, each Lender 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 or the Letters of Credit (including any refusal by an Issuing Lender 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), 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 Issuing Lender, an Arranger, a Co-Syndication Agent, a Co-Documentation Agent or any other similar role with respect to the Credit Facility). This Section 9.04(a10.4(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, losses, etc. arising from any non-Tax claim. (bc) If 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 of principal when due of any Eurocurrency Rate Advance extended 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 Company is made 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 for such Advance, Interest Period applicable thereto as a result of a payment request by the Borrower pursuant to Section 2.06 4.12(b). A certificate of such Lender setting forth the basis for determining such amount or acceleration of amounts necessary to compensate such Lender shall be forwarded to the maturity of Borrower through the Advances pursuant Administrative Agent and shall be conclusively presumed to Section 6.01 or be correct save for manifest error. (e) To the extent that the Borrower for any other reason, the Company shall, upon demand reason fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by any Lender (with a copy of such demand it to the Administrative AgentAgent (or any sub-agent thereof), any Arranger, any Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent for (or any such sub-agent), such Arranger, such Issuing Lender, the account of Swingline Lender or such Lender any amounts required to compensate Related Party, as the case may be, such Lender for any additional losses, costs or expenses which it may reasonably incur Xxxxxx’s pro rata share (determined as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation time that the applicable unreimbursed expense or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and indemnity payment is sought based on each Lender’s affiliate share of the Total Credit Exposure at such time, 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 (each an “Indemnified Person”) in connection with including any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened unpaid amount in respect thereof) arise out of a claim asserted by such Lender); provided that the transactions referred to in this Agreement unreimbursed expense or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such indemnified loss, claim, damage, liabilityliability or related expense, as the case may be, was incurred by or action or other proceeding, whether commenced or threatened (whether or not asserted against the Administrative Agent, the Collateral Agent, such Lender Agent (or any such person is a party to sub-agent), such Arranger, such Issuing Lender or the Swingline Lender in its capacity as such, or against any action or proceeding out Related Party of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate of the Company to pay the normal expenses of foregoing acting for the Administrative Agent in the administration of this Agreement in the absence of pending (or threatened litigation or other proceedings any such sub-agent), such Arranger, such Issuing Lender or the claims or threatened claims Swingline Lender in connection with such capacity. The obligations of others and then only the Lenders under this clause (e) are subject to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct provisions of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim4.7. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Each Borrower agrees to pay promptly on demand (i) all reasonable costs and out-of-pocket expenses of the ArrangersAdministrative Agent, the Administrative Agent Issuing Banks and the Collateral Agent (in their respective capacities as such) Lenders in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, Basic Documents including, without limitation, the reasonable (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable and documented fees and expenses of a single Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, but not, under this clause (A) or clause (B) below, of any other counsel) whether or not any of the transactions contemplated by this Agreement are consummated, (B) the reasonable and documented fees and expenses of counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and thereto, with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company further agrees responsibilities, or the perfection, protection or preservation of rights or interests, under the Basic Documents, and (C) with respect to pay promptly on demand negotiations with any Obligor or with other creditors of any Obligor or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may reasonably be expected to give rise to a Default or Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Administrative Agent, the Collateral Agent Issuing Banks and the Lenders in connection with the enforcement of the Basic Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, each LenderIssuing Bank and each Lender with respect thereto). (b) Each Borrower agrees to indemnify and hold harmless the Administrative Agent, if each Issuing Bank and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable counsel fees and out-expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of-pocket expenses), or in connection with the enforcement (whether through negotiationspreparation for a defense of, legal proceedings any investigation, litigation or otherwise) of this Agreement and the other documents proceeding arising out of, related to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses or in connection with the enforcement Covered Transactions or the actual or alleged presence of rights under Hazardous Materials on any property owned by an Obligor or any Environmental Action relating in any way to any Obligor or any of its Subsidiaries, in each case whether or not such investigation, litigation or proceeding is brought by any Obligor, its directors, shareholders or creditors or an Indemnified Party or any Indemnified Party is otherwise a party thereto and whether or not the Covered Transactions or the other transactions contemplated hereby 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 from such Indemnified Party's gross negligence or willful misconduct. Each Borrower also agrees not to assert any claim against the Administrative Agent, any Issuing Bank, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Covered Transactions or any part thereof or the other transactions contemplated herein or in any other Basic Document or the actual or proposed use of the proceeds of the Advances. For purposes of this Section 9.04(a9.04(b). This Section 9.04(a) , the term "non- appealable" includes any judgment as to which all appeals have been taken or as to which the time for taking an appeal shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimhave expired. (bc) If any payment of principal of of, or Conversion of, any Eurocurrency Eurodollar Rate Advance extended to the Company is made by a Borrower to or for the account of a relevant Lender other than on the last day of the interest period Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06 2.03, 2.05, 2.08(b)(i) or 2.09(d) or as the result of acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reason, the Company such Borrower shall, upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which that it may reasonably incur as a result of such payment, including, without limitation, any lossloss (including 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. (cd) The Company agrees If any Obligor fails to indemnify pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, reasonable and hold harmless each documented fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Obligor by the Administrative Agent and the Collateral Agent (or any Lender, in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsole discretion. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand (i) all reasonable and documented costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, syndication, execution, delivery, administration, syndication, modification and amendment of this Agreement, the Revolving Credit Notes and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of a single one counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunderunder this Agreement and (ii) all reasonable and documented costs and expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent Issuing Banks and of each Lenderthe Lenders, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses)any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Revolving Credit Notes and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses of one counsel for the Agent, the Issuing Banks and the Lenders (including in connection with the enforcement of rights under this Section 9.04(a8.04(a)), unless the Agent, the Issuing Banks and/or the Lenders have conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses shall include the reasonable fees and disbursements of no more than such number of counsels as are necessary to represent such conflicting interests). All references in this clause (a) to fees and expenses shall be deemed to refer to invoiced and reasonably documented out-of-pocket fees and expenses. (b) The Borrower agrees to indemnify and hold harmless the Agent, each Lender, each Issuing Bank and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, penalties, losses, liabilities and expenses (limited in the case of legal fees and disbursements to the reasonable fees and disbursements of one counsel to the Indemnified Parties unless the Indemnified Parties have conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses shall include the reasonable fees and disbursements of no more than such number of counsels as are necessary to represent such conflicting interests) that may be incurred by or asserted or awarded against any Indemnified Party in each case arising out of or in connection with or by reason of any investigation, litigation or proceeding (or preparation of a defense in connection therewith) by a third party or by the Borrower with respect to the Revolving Credit Notes, this Agreement, the arrangement or syndication of this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolving Credit Advances or Letters of Credit, whether based on contract, tort or any other theory, and regardless of whether any Indemnified Party is a party thereto, except to the extent such claim, damage, penalty, loss, liability or expense (i) is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (A) such Indemnified Party’s gross negligence or willful misconduct or the gross negligence or willful misconduct of such Indemnified Party’s controlled Affiliates or its or their officers, directors or employees or (B) a material breach by such Indemnified Party or its controlled Affiliates or officers, directors or employees of its express obligations under this Agreement or (ii) resulted from any actual or threatened claim, litigation, investigation or proceeding between or among the Indemnified Parties (other than any such claim, litigation, investigation or proceeding against the Agent or any Other Agent in its capacity as such and other than any such claim, litigation, investigation or proceeding arising from any act or omission by the Borrower or any of its Affiliates). Each party hereto agrees not to assert any claim for special, indirect, consequential or punitive damages against the Agent, any Lender, the Borrower, or any Related Party of any of the foregoing Persons, on any theory of liability, arising out of or otherwise relating to the Revolving Credit Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolving Credit Advances, provided that this sentence shall not relieve the Borrower from any of its obligations hereunder, including, without limitation any of its indemnification obligations set forth in this Agreement. All references in this clause (b) to fees and expenses shall be deemed to refer to invoiced and reasonably documented out-of-pocket fees and expenses. This Section 9.04(a8.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. liabilities and related expenses arising from any non-Tax claim. (bc) If any payment of principal of of, or Conversion of, any Eurocurrency Eurodollar Rate Advance extended to the Company is made by the Borrower to or for the account of a Lender other than on the last day of the interest period Interest Period for such Revolving Credit Advance, as a result of a payment or Conversion pursuant to Section 2.06 2.08(d) or (e), 2.10 or 2.12, acceleration of the maturity of the Advances Revolving Credit Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the Company last day of the Interest Period for such Revolving Credit Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(b), the Borrower shall, upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which that it may reasonably incur as a result of such paymentpayment or Conversion, including, without limitation, any lossloss (excluding loss of anticipated profits, indirect losses and special or consequential damages), 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 Revolving Credit Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To Without prejudice to the fullest extent permitted by applicable law, neither survival of any other agreement of the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated herebyBorrower hereunder, the transactions contemplated hereby, any Advance or the use agreements and obligations of the proceeds thereofBorrower contained in Sections 2.11, 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Revolving Credit Notes.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on and reimburse within 30 days after demand (i) all reasonable costs and documented out-of-pocket costs and expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, the other Loan Documents and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable and documented fees and out-of-pocket out‑of‑pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunderunder this Agreement and the other Loan Documents, (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Swingline Lender in connection with the issuance, amendment, renewal or extension of any Swingline Loan or any demand for payment thereunder. The Company Borrower further agrees to pay promptly on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent and of each Lenderexpenses, if any (including, without limitation, reasonable and documented counsel fees and out-of-pocket expensesexpenses of the Administrative Agent, each Issuing Bank, the Swingline Lender and each of the Lenders), incurred by the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, reasonable and documented counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a. (b) shall not apply with respect to Taxes other than The Borrower hereby indemnifies the Administrative Agent, CGMI, the syndication agent, each documentation agent, each Arranger, each Lender, the Swingline Lender, each Issuing Bank and each of their respective Related Parties (each, an “Indemnified Party”) from and against any Taxes that represent losses, and all claims, damages, etclosses, liabilities and expenses (including, without limitation, reasonable and documented 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, the other Loan Documents or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, Swingline Loans or Letters of Credit (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 strictly comply with the terms of such Letter of Credit as determined using international standard practices), 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 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 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 the reasonable and documented fees and out-of-pocket expenses of 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 Documents or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, Swingline Loans or Letters of Credit or any damages arising from the use by unintended recipients of any non-Tax claiminformation 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 Person for any indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) in connection with or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby. (bc) If any payment of principal of of, or Conversion or Continuation of, any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period an Interest Period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reasonreason (other than a payment or Conversion pursuant to Section 2.14), or the Borrower fails (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower, the Company shall, upon demand by any Lender Borrower shall pay (with a copy of such demand subject to the Administrative Agentlast sentence of this Section 8.04(c), pay ) to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Continuation, Conversion or failure to prepay, borrow, continue or Convert, including, without limitation, any lossloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c. The Borrower shall pay amounts owing to any Lender pursuant to this Section 8.04(c) The Company agrees to indemnify and hold harmless each within 30 days after receipt from such Lender of a certificate setting forth in reasonable detail the calculation of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, amount such Lender or any such person is a party entitled to any action or proceeding out of which any such expense arises); provided that nothing in claim under this Section 9.04(c8.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities (which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity certificate shall be effective whether or not such investigationconclusive and binding for all purposes, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimabsent manifest error). (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.to (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance or B Advance extended to the Company Borrower is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”"indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor Borrower shall not assert, and the Company and each Guarantor each hereby waives, any claim against any Indemnified Personindemnified 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) Agents in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the ArrangersAgents (including the allocated time charges of each Agent's legal departments, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictionsas their respective internal counsel) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent Agents as to their respective rights and responsibilities hereunderunder this Agreement. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent Agents and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunderhereunder or thereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04(a). This Section 9.04(a) Such expenses shall not apply with respect to Taxes other than any Taxes that represent lossesbe reimbursed by the Borrower upon a presentation of statement of account, claims, damages, etc. arising from any non-Tax claimregardless of whether Closing Date occurs. (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral each Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”"indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral an Agent, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this 45 118 Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral each Agent, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral such Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand (i) all reasonable and documented costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, syndication, execution, delivery, administration, syndication, modification and amendment of this Agreement, the Revolving Credit Notes and the other documents to be delivered hereunder or thereunderhereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of a single one counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunderunder this Agreement and (ii) all reasonable and documented costs and expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent Issuing Banks and of each Lenderthe Lenders, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses)any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Revolving Credit Notes and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses of one counsel for the Agent, the Issuing Banks and the Lenders (including in connection with the enforcement of rights under this Section 9.04(a8.04(a)), unless the Agent, the Issuing Banks and/or the Lenders have conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses shall include the reasonable fees and disbursements of no more than such number of counsels as are necessary to represent such conflicting interests). All references in this clause (a) to fees and expenses shall be deemed to refer to invoiced and reasonably documented out-of-pocket fees and expenses. (b) The Borrower agrees to indemnify and hold harmless the Agent, each Lender, each Issuing Bank and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, penalties, losses, liabilities and expenses (limited in the case of legal fees and disbursements to the reasonable fees and disbursements of one counsel to the Indemnified Parties unless the Indemnified Parties have conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses shall include the reasonable fees and disbursements of no more than such number of counsels as are necessary to represent such conflicting interests) that may be incurred by or asserted or awarded against any Indemnified Party in each case arising out of or in connection with or by reason of any investigation, litigation or proceeding (or preparation of a defense in connection therewith) by a third party or by the Borrower with respect to the Revolving Credit Notes, this Agreement, the arrangement or syndication of this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolving Credit Advances or Letters of Credit, whether based on contract, tort or any other theory, and regardless of whether any Indemnified Party is a party thereto, except to the extent such claim, damage, penalty, loss, liability or expense (i) is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (A) such Indemnified Party’s gross negligence or willful misconduct or the gross negligence or willful misconduct of such Indemnified Party’s controlled Affiliates or its or their officers, directors or employees or (B) a material breach by such Indemnified Party or its controlled Affiliates or officers, directors or employees of its express obligations under this Agreement or (ii) resulted from any actual or threatened claim, litigation, investigation or proceeding between or among the Indemnified Parties (other than any such claim, litigation, investigation or proceeding against the Agent or any Other Agent in its capacity as such and other than any such claim, litigation, investigation or proceeding arising from any act or omission by the Borrower or any of its Affiliates). Each party hereto agrees not to assert any claim for special, indirect, consequential or punitive damages against the Agent, any Lender, the Borrower, or any Related Party of any of the foregoing Persons, on any theory of liability, arising out of or otherwise relating to the Revolving Credit Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolving Credit Advances, provided that this sentence shall not relieve the Borrower from any of its obligations hereunder, including, without limitation any of its indemnification obligations set forth in this Agreement. All references in this clause (b) to fees and expenses shall be deemed to refer to invoiced and reasonably documented out-of-pocket fees and expenses. This Section 9.04(a8.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. liabilities and related expenses arising from any non-Tax claim. (bc) If any payment of principal of of, or Conversion of, any Eurocurrency Rate SOFR Advance extended to the Company is made by the Borrower to or for the account of a Lender other than on the last day of the interest period Interest Period for such Revolving Credit Advance, as a result of a payment or Conversion pursuant to Section 2.06 2.08(d) or (e), 2.10 or 2.12, acceleration of the maturity of the Advances Revolving Credit Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the Company last day of the Interest Period for such Revolving Credit Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(b), the Borrower shall, upon demand by any such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which that it may reasonably incur as a result of such paymentpayment or Conversion, including, without limitation, any lossloss (excluding loss of anticipated profits, indirect losses and special or consequential damages), 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 Revolving Credit Advance. (c) The Company agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To Without prejudice to the fullest extent permitted by applicable law, neither survival of any other agreement of the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated herebyBorrower hereunder, the transactions contemplated hereby, any Advance or the use agreements and obligations of the proceeds thereofBorrower contained in Sections 2.11, 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Revolving Credit Notes.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses (other than Taxes, for which the provisions of the Arrangers, Section 2.12 shall apply instead) of the Administrative Agent and the Collateral Agent (in their respective capacities its capacity as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, Agreement and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party), with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective its rights and responsibilities hereunder. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expensesexpenses but excluding, for the avoidance of doubt, Taxes), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a9.04 (a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Rate Advance Advances extended to the Company Borrower is made other than on the last day of the interest period Interest Period for such AdvanceAdvances, as a result of a payment pursuant to Section 2.06 2.04 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLender’s portion of such Advances. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subjectsubject (other than Taxes, for which the provisions of Section 2.12 shall apply instead), insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company Borrower to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor Borrower against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any GuarantorBorrower, any of the Company’s its respective equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor Borrower shall not assert, and the Company and each Guarantor 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance the Advances or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) All statements, reports, certificates, opinions and other documents or information required to be furnished by the Borrower to any Secured Party under this Common Agreement or any other Financing Document shall be supplied without cost to such Secured Party. The Company agrees to pay promptly on demand Borrower shall pay, within five (5) Business Days after receipt of an invoice by the Borrower, (i) all reasonable costs and out-of-pocket costs and expenses of the Arrangers, the Administrative Agent and the Collateral Agent each Lender Representative (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, including the reasonable fees and disbursements of its counsel), incurred in connection with (1) the negotiation, preparation, execution and delivery of the Transaction Documents or any waiver or amendment of, or supplement or modification to, the Transaction Documents, (2) the review of any of the other agreements, instruments or documents referred to in this Common Agreement or any other Financing Document or relating to the transactions contemplated hereby or thereby, and (3) the filing or recording of any Financing Document and of any other document or instrument required to be filed in connection therewith; (ii) the reasonable fees and disbursements of the Independent Engineer, the Environmental Consultant and the Insurance Consultant for their services rendered to the Secured Parties from time to time; (iii) all reasonable out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities hereunder. The Company further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), Lender Representatives incurred in connection with the enforcement ongoing administration of the transactions contemplated hereby; and (iv) all costs and expenses (including the fees and disbursements of counsel, including in-house counsel) of any Lender Representative incident to (x) the investigation of any Default or Event of Default, (y) the enforcement, collection, protection or preservation of any right or claim under the Transaction Documents or the custody or preservation of, the sale of, collection from, or other realization upon, any of the Collateral (whether through negotiations, legal proceedings or otherwise), or (z) any workout or restructuring of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket transactions contemplated by the Financing Documents. In the event that any Secured Party incurs any costs or expenses or renders any services in connection with a Bankruptcy Event of Default, such costs and expenses (including the enforcement reasonable charges and expenses of rights counsel) and the compensation for such services are intended to constitute expenses of administration under this Section 9.04(a). This Section 9.04(a) shall not apply with respect to Taxes any applicable bankruptcy, insolvency or other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsimilar law. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company Borrower hereby agrees to indemnify and hold harmless each of the Administrative Agent Secured Party and the Collateral Agent (in its capacity as such)their respective officers, each Lender directors, employees, agents, professional advisors and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate 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) that any of them may incur or that may be claimed against any of them by any Person by reason of or in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions Loan or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from Obligation, any use or intended use of the proceeds of the Advances, or in any way arise out of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender Transaction Document or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or other proceeding relating to which the indemnity in this paragraph appliesProject (each, such indemnity shall be effective whether or not such investigationa "Project Matter"), litigation or proceeding is brought initiated by a Person other than the Company or any Guarantorparties hereto, any other than as a result of the Company’s equity holders Indemnified Person's gross negligence or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimwillful misconduct. (dc) To the fullest extent permitted by applicable law, neither the Company nor Borrower hereby agrees to defend, indemnify, and hold harmless each Indemnified Person from and against any Guarantor and all loss, cost, expense, claim, liability, or asserted liability incurred in connection with any and all claims or proceedings for bodily injury, death, property damage, abatement or remediation, or any other injury or damage resulting from or relating, directly or indirectly, to (i) any Contaminant currently located or that came to be located upon the Property (whether or not such Release was caused by the Borrower, a tenant, subtenant, or a prior owner or tenant of the Property and whether or not the alleged liability is attributable to the handling, storage, generation, transportation, or disposal of such Contaminants or the mere presence of such Contaminants on the Property), (ii) any Contaminant that has migrated, leached, or traveled on to or off of the Property, from any source or (iii) the breach or alleged breach of any EHS Requirements by the Borrower, or any EHS Damages (each, an "Environmental Matter"). (d) The agreements of the Borrower in subsections (b) and (c) above shall be in addition to any liabilities that the Borrower may otherwise have and shall apply whether or not a Secured Party or any other Indemnified Party is a formal party to any lawsuit, claim or other proceeding. Solely for purposes of enforcing the agreements set forth in subsections (b) and (c) above, the Borrower hereby consents, to the extent permitted by law, to personal jurisdiction, service and venue in any court in which any claim or proceeding that relates to a Project Matter or an Environmental Matter is brought against an Indemnified Party. (e) The Borrower's obligations under this Section 10.04 shall survive the payment or satisfaction in full of the Obligations. If and to the extent that the obligations of the Borrower under this Section 10.04 are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. (f) To the maximum extent permitted by law, the Borrower agrees not to assert, and the Company and each Guarantor each hereby waives, any claim against any the Indemnified PersonParties, on any theory of liability, for special, indirect, consequential consequential, or punitive damages (as opposed to direct of any kind whatsoever and whether or actual damages) not foreseeable, even if the Indemnified Parties have been advised of the possibility thereof and regardless of the form of action in which such damages are sought, arising out ofof or otherwise relating to the Transaction Documents, in connection with, or as a result any of this Agreement, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance herein or therein or the actual or proposed use of the proceeds thereofof the Loans.

Costs, Expenses and Indemnification. (a) The Company agrees Borrowers jointly and severally agree to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent Agents and the Collateral Agent (in their respective capacities as such) Arranger in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, the Administrative Agent Agents and the Collateral Agent andArranger (including the allocated time charges of the Agents' and the Arranger's legal departments, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictionsas their respective internal counsel) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent Agents and the Collateral Agent Arranger as to their respective rights and responsibilities hereunderunder this Agreement. The Company Borrowers further agrees agree to pay promptly on demand all costs and expenses of the Administrative AgentAgents, the Collateral Agent Arranger and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunderhereunder or thereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a). This Section 9.04(a) Such expenses shall not apply with respect to Taxes other than any Taxes that represent lossesbe reimbursed by the Borrowers upon a presentation of statement of account, claims, damages, etc. arising from any non-Tax claimregardless of whether the Closing Date occurs. (b) If any payment of principal of any Eurocurrency Rate Advance extended to the Company is made by any Borrower other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company such Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Applicable Agent), pay to the Administrative Applicable Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company agrees Borrowers jointly and severally agree to indemnify and hold harmless each of Agent, the Administrative Agent and the Collateral Agent (in its capacity as such)Arranger, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative each Agent, the Collateral Agent Arranger and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”"indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which the Administrative an Agent, the Collateral AgentArranger, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of activities of any violations of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative each Agent, the Collateral AgentArranger, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any Amended and Restated Credit Agreement (Long Term) such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative such Agent, the Collateral AgentArranger, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrowers shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses (other than Taxes, for which the provisions of Section 2.12 shall apply instead) of the Arrangers, Arrangers and the Administrative Agent and the Collateral Agent (in their respective capacities as such) in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, Agreement and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Arrangers, Arrangers and the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party), with respect thereto and with respect to advising the Arrangers, Arrangers and the Administrative Agent and the Collateral Agent as to their respective rights and responsibilities hereunder. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expensesexpenses but excluding, for the avoidance of doubt, Taxes), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a‎Section 9.04 (a). This Section 9.04(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If any payment of principal of any Eurocurrency Rate Advance Advances extended to the Company Borrower is made other than on the last day of the interest period Interest Period for such AdvanceAdvances, as a result of a payment pursuant to Section 2.06 2.04 or acceleration of the maturity of the Advances pursuant to Section ‎Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate 68 such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLender’s portion of such Advances. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such), each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”) in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral Agent, a Lender or such Indemnified Persons may become subjectsubject (other than Taxes, for which the provisions of ‎Section 2.12 shall apply instead), insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company Borrower or the Guarantors Guarantor that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral Agent, each Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section ‎Section 9.04(c) shall obligate the Company Borrower to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company Borrower or any the Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company Borrower or such the Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company Borrower or any the Guarantor, any of the Company’s their respective equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor Borrower shall not assert, and the Company and each Guarantor 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, 69 or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance the Advances or the use of the proceeds thereof.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Arrangers, the Administrative Agent and the Collateral Agent (in their respective capacities as such) Agents in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the ArrangersAgents (including the allocated time charges of each Agent's legal departments, the Administrative Agent and the Collateral Agent and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictionsas their respective internal counsel) and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, with respect thereto and with respect to advising the Arrangers, the Administrative Agent and the Collateral Agent Agents as to their respective rights and responsibilities hereunderunder this Agreement. The Company Borrower further agrees to pay promptly on demand all costs and expenses of the Administrative Agent, the Collateral Agent Agents and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunderhereunder or thereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 9.04(a8.04 (a). This Section 9.04(a) Such expenses shall not apply with respect to Taxes other than any Taxes that represent lossesbe reimbursed by the Borrower upon a presentation of statement of account, claims, damages, etc. arising from any non-Tax claimregardless of whether Closing Date occurs. (b) If any payment of principal of any Eurocurrency Eurodollar Rate Advance extended to the Company is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Company Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (c) The Company Borrower agrees to indemnify and hold harmless each of the Administrative Agent and the Collateral Agent (in its capacity as such)Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of the Administrative Agent, the Collateral each Agent and each Lender and each director, officer, employee, agent and attorney of the Administrative Agent’s, the Collateral Agent’s and each Lender’s affiliate (each an “Indemnified Person”"indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which the Administrative Agent, the Collateral an Agent, a Lender or such Indemnified Persons indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of any violations activities of or liabilities under Environmental Laws relating in any way to the Company or the Guarantors Borrower that violate Environmental Laws, and to reimburse the Administrative Agent, the Collateral each Agent, each Lender and each Indemnified Personindemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Administrative Agent, the Collateral such Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section 9.04(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, the Company Borrower shall have no obligation hereunder to an Indemnified Person indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by the Company or any Guarantor against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which the Company or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, any of the Company’s equity holders or creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto. This Section 9.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified person. (d) To the fullest extent permitted by applicable law, neither the Company nor any Guarantor shall assert, and the Company and each Guarantor each 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Advance or the use of the proceeds thereof.