Common use of Costs; Expenses; Indemnities Clause in Contracts

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses (including, without limitation, fees and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder and the transactions contemplated hereby and thereby. (b) The Borrower agrees to indemnify and hold harmless the Lender and its Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (each of the foregoing being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, or any act, event or transaction related or attendant to any thereof, (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 8.04(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee. (c) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceeding, the Borrower shall promptly do so, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses of such counsel shall be borne by the Borrower. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.04) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Costs; Expenses; Indemnities. (a) Each The Borrower agrees to pay to the Lender or as the Lender may direct, on demand, all costs and expenses of the parties hereto shall bear its own expenses Lender (including, without limitation, the fees and out-of-pocket expenses of the counsel, accountants, appraisers, consultants or industry experts or other expertsretained by the Lender) incurred by it in connection with the preparationmodification, amendment or enforcement (whether through negotiation, execution, delivery, administration, modification and amendment legal proceedings or otherwise) of this Agreement, each of Agreement and the other Loan Documents and each of the other documents to be delivered hereunder and thereunder and the transactions contemplated hereby and therebyDocuments. (b) The Borrower agrees to indemnify and hold harmless the Lender and its Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article 4) (each of the foregoing being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such IndemniteeIndemnitee and experts, engineers and consultants and the costs of investigation and feasibility studies) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of or based upon or attributable to this Agreement, any other Loan Document, any document delivered hereunder or thereunder, any Obligation, or any act, event or transaction related or attendant to any thereof, including, without limitation, (i) arising from any misrepresentation or breach of warranty under Section 5.19 or any Environmental Claim or any Environmental Lien or any Remedial Action arising out of or based upon anything relating to real property owned, leased or operated by the Borrower or any of its Subsidiaries and the facilities or operations (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any obligation under this Section 8.04(b10.04(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. (c) The Borrower, at If the request Lender receives any payment of principal of any IndemniteeLoan other than on the last day of an Interest Period relating to such Loan, shall have as a result of any payment made by the obligation to defend against such investigation, litigation Borrower or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel acceleration of the Borrower’s choice. In maturity of the event that such Indemnitee requests the Borrower Note pursuant to defend against such investigation, litigation Section 9.02 or proceedingfor any other reason, the Borrower shall promptly do soshall, and such Indemnitee shall have upon demand by the right Lender, pay to have legal counsel of its choice participate in such defensethe Lender all amounts required to compensate the Lender for any additional losses, and all costs and or expenses which it may reasonably incur as a result of such counsel shall be borne payment, including, without limitation, any loss (including, without limitation, loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Borrower. No action taken by legal counsel chosen by Lender to fund or maintain such Indemnitee in defending against any such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such IndemniteeLoan. (d) The Borrower shall indemnify the Lender for, and hold the Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Lender for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement. (e) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.0410.04) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document. (f) The provisions of this Section 10.04 shall survive any termination of this Agreement.

Costs; Expenses; Indemnities. (a) Each The Borrower agrees to pay ---------------------------- on demand, after full use of the parties hereto shall bear its own expenses $50,000 retainer previously paid by Borrower, (including, without limitation, fees i) all costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Bank in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder thereunder, and the transactions contemplated hereby funding of the loans, including, without limitation, the fees and therebyout-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Bank with respect thereto and with respect to advising it as to its rights and responsibilities under this Agreement and the other Loan Documents, whether or not the Closing Date occurs and (ii) all costs and expenses of the Bank (including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Bank) in connection with the waiver or enforcement (whether through negotiation, legal proceedings or otherwise) of any of the Bank's rights or remedies under this Agreement and the other Loan Documents. (b) The Borrower agrees to indemnify and hold harmless the Lender Bank and its Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each of the foregoing being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, or any act, event or transaction related or attendant to any thereof, (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 8.04(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee. (c) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceeding, the Borrower shall promptly do so, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses of such counsel shall be borne by the Borrower. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.04) or any other Loan Document shall (i) survive payment all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Obligations and Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) inure any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including, without limitation, CERCLA and applicable state property transfer laws, whether, with respect to any of the foregoing, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the benefit Borrower or any of its Subsidiaries, or the owner, lessee or operator of any Person who was at any time an Indemnitee under this Agreement property of the Borrower or any other Loan Document.of its Subsidiaries by

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses The Borrower agrees to pay promptly after a demand therefor (including, without limitation, fees i) all reasonable out-of-pocket costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Agent in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder thereunder, including, without limitation, (A) the reasonable fees and out-of-pocket expenses of Weil, Gotshal & Manges, counsel to the Axxxx xnd all other attorneys fees incurred by the Agent, (B) all search, filing and recording fees (including, sales, excise and similar taxes), and all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, messenger and audit costs and expenses, and (C) fees and out-of-pocket expenses of accountants, appraisers, consultants or industry experts retained by the Agent with respect hereto, and (ii) all costs and expenses of the Agent, each Issuer and each Lender in connection with the restructuring or enforcement (whether through negotiation, legal proceedings or other wise) of this Agreement and the transactions contemplated hereby other Loan Documents (including, without limitation, the reasonable fees and therebyout-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained in connection therewith by the Agent, any Issuer or any Lender). (b) The Borrower agrees to indemnify and hold harmless the Agent, each Issuer and each Lender and its their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each of the foregoing being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, including, without limitation, (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action undertaken or required to be taken by the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien, (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including, without limitation, CERCLA and applicable state property transfer laws, whether, with respect to any of the foregoing, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure or the exercise of other rights provided by any of the Collateral Documents, except, with respect to any of the foregoing referred to in clauses (i), (ii), (iii) and (iv), as set forth in the following proviso or to the extent incurred following foreclosure by the Agent, any Issuer or any Lender, or the Agent, any Issuer or any Lender having become the successor in interest to the Borrower or any of its Subsidiaries, and attributable solely to acts of the Agent, such Issuer or such Lender or any agent on behalf of the Borrower, such Issuer or such Lender (and not to the acts of the Borrower, any of its Affiliates or any other Person), (v) the making of any assignments of or participations in the Revolving Credit Loans or Letters of Credit in accordance with the terms of this Agreement and the management of such Revolving Credit Loans and Letters of Credit, (vi) the use or intended use of the proceeds of the Revolving Credit Loans or Letters of Credit or (vii) in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any obligation under this Section 8.04(b10.4(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, but in no event shall any Indemnitee be liable for any exemplary or punitive damages to the extent permitted by applicable law. (c) The BorrowerIf any Lender receives any payment of principal of, at or is subject to a conversion of, any Eurodollar Rate Loan other than on the request last day of an Interest Period relating to such Eurodollar Rate Loan, as a result of any Indemnitee, shall have payment or conversion made by the obligation to defend against such investigation, litigation Borrower or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel acceleration of the Borrower’s choice. In maturity of the event that such Indemnitee requests the Borrower Revolving Credit Loans pursuant to defend against such investigation, litigation Section 8.2 or proceedingfor any other reason, the Borrower shall promptly do soshall, and upon demand by such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses Lender (with a copy of such counsel shall be borne demand to the Agent), pay to the Agent for the account of such Lender all amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or conversion, including, without limitation, any loss (including, without limitation, loss of anticipated profits), cost or expense incurred by reason of the Borrower. No action taken by legal counsel chosen liquidation or reemployment of deposits or other funds acquired by such Indemnitee Lender to fund or maintain such Eurodollar Rate Loan, assuming for such purpose that such Lender has funded such Eurodollar Rate Loan in defending against any the London interbank eurodollar market with a loan of the same amount and Interest Period as such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such IndemniteeEurodollar Rate Loan. (d) The Borrower shall indemnify the Agent, the Issuers and the Lenders for, and hold the Agent, the Lenders and the Issuers harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agent, the Issuers and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of the Borrower or any of its Subsidiaries in connection with the financing contemplated by this Agreement. (e) The Borrower agrees that any indemnification or other protection rights in respect thereof provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.0410.4) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Costs; Expenses; Indemnities. (a) Each of The Borrower agrees to pay on demand (i) the parties hereto shall bear its own expenses (including, without limitation, fees reasonable costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Agent in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder thereunder, including, without limitation, (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and out-of-pocket expenses of counsel to the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities or the perfection, protection or preservation of rights or interests under this Agreement and the transactions contemplated hereby other Loan Documents with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may give rise thereto and therebywith 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, (ii) the per diem cost of any audit or collateral evaluation (of not more than $1000 per day) of the Agent and (iii) the reasonable costs and expenses of the Lender Parties (including, without limitation, reasonable counsel fees and expenses) in connection with the enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder or thereunder. (b) The Borrower agrees to indemnify and hold harmless the Agent, each Lender Party and its their respective Affiliates, and the directors, officers, employeesemploy ees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each of the foregoing being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, indirect or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, thereof or in connection with any investigation by any Governmental Authority of any potential matter covered hereby or thereby (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any obligation under this Section 8.04(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee. (c) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceeding, the Borrower shall promptly do so, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses of such counsel shall be borne by the Borrower. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.04) or any other Loan Document shall (i) survive payment all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Obligations and Borrower or any of its Subsidiaries, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release; (ii) inure any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Contaminant present or arising out of the operations of any facility of the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter affecting any facility pursuant to Environmental Laws, including, without limitation, CERCLA and applicable state property transfer laws, including, without limitation, whether, with respect to any of the foregoing, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the benefit Borrower or any of its Subsidiaries, or the owner, lessee or operator of any Person who was at any time an Indemnitee under this Agreement facility of the Borrower or any other Loan Document.of its Subsidiaries by virtue of foreclosure, except, with respect to any of the foregoing referred to in clauses (i), (ii), (iii) and (iv), to the extent attributable solely to acts of the Agent or such Indemnitee or any agent on behalf of the Agent or such Lender following (x) foreclosure by the Agent or any Indemnitee, or (y) the Agent or any Lender having become the successor in interest to the Borrower or any of its Subsidiaries;

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses The Loan Parties jointly and severally agree to pay on demand (including, without limitation, fees i) all reasonable costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Agent in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder thereunder, including, without limitation, the reasonable fees and out–of–pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Agent with respect thereto and with respect to advising it as to its rights and responsibilities under this Agreement and the transactions contemplated hereby other Loan Documents; (ii) all reasonable costs and therebyexpenses of the Agent, the Issuer and each Lender (including, without limitation, the reasonable fees and out–of–pocket expenses of counsel, accountants, appraisers, investment bankers and advisors, consultants or industry experts retained by the Agent, Issuer or any Lender) in connection with the restructuring or enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the other Loan Documents and (iii) all reasonable fees and expenses incurred by the Agent, without duplication, in connection with the audits, reports, investigations and other matters created or performed pursuant to this Agreement, including pursuant to Sections 6.12(k), 6.16, 6.19 and 6.22. (b) The Borrower agrees Loan Parties jointly and severally agree to indemnify and hold harmless the Lender and its Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (each of the foregoing being an “Indemnitee”) Indemnitee from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such IndemniteeIndemnitee and experts, engineers and consultants and the costs of investigation and feasibility studies) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation litigation, violation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of or based upon or attributable to this Agreement, any other Loan Document, any Related Document, any document delivered hereunder or thereunder, any Obligation, any Guarantied Obligation, or any act, event or transaction related or attendant to any thereof, including, without limitation, (i) arising from any misrepresentation or breach of warranty under Section 4.19 or any Environmental Claim or any Environmental Lien or any Remedial Action or otherwise under any Environmental Law currently or hereafter in effect arising out of or based upon anything relating to real property owned, leased or operated by any Loan Party or any of its Subsidiaries or any of their facilities or operations (collectively, the “Indemnified Matters”); or (ii) suits or claims of Intellectual Property (as defined in the Collateral Documents) infringement arising out of or in connection with this Agreement, the other Loan Documents or the transactions contemplated hereby and thereby or any action or omission by the Agent that is permitted under any of the Loan Documents; provided, however, that none of the Borrower Loan Parties shall not have any obligation under this Section 8.04(b10.4(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non–appealable judgment or order. (c) If any Lender receives any payment of principal of, or is subject to a conversion of, any Eurocurrency Rate Loan other than on the last day of an Interest Period relating to such Loan, as a result of any payment or conversion made by any Borrower or acceleration of the maturity of the Notes pursuant to Section 8.2 or for any other reason, then, in any such event, such Borrower shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender all amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or conversion, including, without limitation, any loss (including, without limitation, loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) The BorrowerLoan Parties shall jointly and severally indemnify the Agent, the Issuer and the Lenders for, and hold the Agent, the Issuer and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agent, the Issuer and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement and the other Loan Documents. (e) The Agent, the Issuer and each Lender agree that in the event that any such investigation, litigation, violation or proceeding set forth in paragraph (b) above is asserted or threatened in writing or instituted against it or any other Indemnitee, or any Remedial Action, is requested of it or any of its officers, directors, agents and employees, for which any Indemnitee may desire indemnity or defense hereunder, such Indemnitee shall promptly notify the Borrowers in writing. (f) The Loan Parties, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceedingproceeding or requested Remedial Action, and the BorrowerLoan Parties, in any event, may participate in the defense thereof with legal counsel of the Borrower’s their choice. In the event that such Indemnitee requests the Borrower Loan Parties to defend against such investigation, litigation or proceedingproceeding or requested Remedial Action, the Borrower Loan Parties shall promptly do so, so and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses of such counsel shall be borne by the Borrower. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceedingproceeding or requested Remedial Action, shall vitiate or in any way impair the any Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (dg) The Borrower Each Loan Party agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.0410.4) or any other Loan Document shall (i) survive payment of the Obligations and the termination of the Revolving Credit Commitments and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses Borrower agrees to pay on demand (including, without limitation, fees i) all costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Administrative Agent and its respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, syndication, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Administrative Agent with respect thereto and, as to the Administrative Agent, with respect to advising it as to its rights and responsibilities under this Agreement and the transactions contemplated hereby other Loan Documents, and thereby(ii) all costs and expenses of the Administrative Agent or any of the Lenders (including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Administrative Agent or any Lender) in connection with the restructuring or enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the other Loan Documents. (b) The Each Borrower agrees to indemnify and hold harmless the Administrative Agent, each Lender and its the Issuing Lender and their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing -105- 113 (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each of the foregoing being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such IndemniteeIndemnitee and experts, engineers and consultants and the costs of investigation and feasibility studies) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of or based upon or attributable to this Agreement, any other Loan Document, any document delivered hereunder or thereunder, any Obligation, or any act, event or transaction related or attendant to any thereof, including, without limitation, arising from any misrepresentation or breach of warranty under Section 4.18 or any Environmental Claim or any Environmental Lien or any Remedial Action arising out of or based upon anything relating to real property owned or leased by the US Borrower or any of its Subsidiaries (collectively, the “"Indemnified Matters”"); provided, however, that the no Borrower shall not have any obligation under this Section 8.04(b10.4(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. (ci) The BorrowerIf any Lender receives any payment of principal of, at or is subject to a conversion of, any Eurodollar Rate Loan other than on the request last day of an Interest Period relating to such Eurodollar Rate Loan, as a result of any Indemniteepayment or conversion made by the US Borrower or acceleration of the maturity of the Revolving Credit Notes pursuant to Section 8.2 or for any other reason or (ii) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of, shall have the obligation to defend against such investigationor conversion from or into, litigation Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or proceeding, and the BorrowerNotice of Conversion or Continuation, in any event, may participate in the defense thereof with legal counsel of the Borrower’s choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceedingeach case, the US Borrower shall promptly do soshall, and upon demand by such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses Lender (with a copy of such counsel shall be borne by demand to the Borrower. No action taken by legal counsel chosen by Administrative Agent), to the extent not previously paid to such Indemnitee in defending against any such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Borrower agrees that any indemnification or other protection provided Lender pursuant to any Indemnitee pursuant other provision hereof, pay to this Agreement the Administrative Agent for the account of such Lender all amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result thereof, including, without limitation, any loss (including, without limitation, pursuant loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to this Section 8.04fund or maintain such Revolving Credit Loan. (d) Each Borrower shall indemnify the Administrative Agent, the Lenders and the Issuing Lender for, and hold the Administrative Agent, the Lenders and the Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any other Loan Document shall (i) survive payment of its Subsidiaries in connection with the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under transactions contemplated by this Agreement or any other Loan DocumentAgreement.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses The Borrower agrees to pay on demand (including, without limitation, fees i) all costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Agent in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder thereunder, including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Agent with respect thereto, search, filing and recording fees due diligence, syndication including printing, distribution and bank meeting, transportation, computer, duplication, messenger, audit, insurance, appraisal and consultation costs and expenses and, as to the Agent, with respect to advising it as to its rights and responsibilities under this Agreement and the transactions contemplated hereby other Loan Documents, and thereby(ii) all costs and expenses of the Agent, each Issuer and each Lender (including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Agent or any Issuer or Lender) in connection with the enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the other Loan Documents. (b) The Borrower agrees to indemnify and hold harmless the Agent and each Issuer and Lender and its their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each of the foregoing being an “Indemnitee”"INDEMNITEE") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, including, without limitation, (i) all Environmental Liabilities and Costs arising from or connected with the 119 past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including, without limitation, CERCLA and applicable state property transfer laws, whether, with respect to any of the foregoing, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to any of the foregoing referred to in clauses (i), (ii), (iii) and (iv), to the extent incurred following (A) foreclosure by the Agent or any Lender, or the Agent or any Issuer or Lender having become the successor in interest to the Borrower or any of its Subsidiaries, and (B) attributable solely to acts of the Agent or such Issuer or Lender or any agent on behalf of the Agent or such Issuer or Lender; or (v) the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”"INDEMNIFIED MATTERS"); providedPROVIDED, howeverHOWEVER, that the Borrower shall not have any obligation under this Section 8.04(b10.4(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, but in no event shall an Indemnitee be liable for punitive, exemplary or consequential damages. (c) If any Lender receives any payment of principal of, or is subject to a conversion of, any Euro dollar Rate Loan other than on the last day of an Interest Period relating to such Loan, as a result of any payment or conversion made by the Borrower or acceleration of the maturity of the Notes pursuant to Section 8.2 or for any other reason, the Borrower shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender all amounts required to compensate such Lender for any additional losses, costs or 120 expenses which it may reasonably incur as a result of such payment or conversion, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) The Borrower shall indemnify the Agent and the Issuers and Lenders for, and hold the Agent and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agent and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement. (e) The Agent and each Issuer and Lender agree that in the event that any such investigation, litigation or proceeding set forth in subparagraph (b) above is asserted or threatened in writing or instituted against it or any other Indemnitee, or any Remedial Action, is requested of it or any of its officers, directors, agents and employees, for which any Indemnitee may desire indemnity or defense hereunder, such Indemnitee shall promptly notify the Borrower in writing. (f) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceedingproceeding or requested Remedial Action, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s 's choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceedingproceeding or requested Remedial Action, the Borrower shall promptly do so, so and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; PROVIDED, HOWEVER, that in connection with any such investigation, litigation or proceeding or the preparation of a defense with respect thereto, the Borrower shall not be responsible for, or required to hold harmless any Indemnitee from and against the fees and disbursements of more than one counsel for all costs and expenses of the Indemnitees taken together, except to the extent any such Indemnitee requires its own counsel shall in order to be borne by adequately represented in the Borrowerreasonable judgment of counsel for such Indemnitee. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceedingproceeding or requested Remedial Action, shall vitiate or in 121 any way impair the Borrower’s 's obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (dg) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.0410.4) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses (including, without limitation, fees The Borrower agrees to pay on demand all costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Agent in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents Ancillary Agreements and each of the other documents to be delivered hereunder and thereunder thereunder, including, without limitation, (i) the reasonable fees and out-of-pocket expenses of counsel to the Agent, with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement and the transactions contemplated hereby Ancillary Agreements and thereby(ii) audit and other professionals' (which professionals may be employees of the Agent) costs and expenses. The Borrower agrees to pay on demand all costs and expenses of the Agent and the Lenders (including, without limitation, reasonable counsel fees, disbursements and expenses and the allocated costs of in-house counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Ancillary Agreements and the other documents to be delivered hereunder and thereunder. (b) The Borrower agrees to indemnify and hold harmless the Agent, the Co-Agents and each Lender and its their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants agents and advisors of or to any of the foregoing (each of the foregoing being an “Indemnitee”) from and against any and all suits, actions, proceedings, claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements liabilities and expenses of any kind or nature (including, without limitation, reasonable fees and disbursements of counsel to counsel, including those incurred upon any such Indemniteeappeal and the allocated costs of in-house counsel) which may be imposed on, incurred by instituted or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreementincurred by the Agent, any other Loan Document, any Obligation, Co-Agent or such Lender as a result of its having entered into this Agreement or any actof the Ancillary Agreements or having extended credit hereunder; PROVIDED, event or transaction related or attendant to any thereof, (collectively, the “Indemnified Matters”); provided, howeverHOWEVER, that the Borrower shall not have be liable for such indemnification to such indemnified Person to the extent that any obligation under this Section 8.04(b) to an Indemnitee with respect to any Indemnified Matter caused by such suit, action, proceeding, claim, damage, loss, liability or resulting expense results from the such indemnified Person's gross negligence or willful misconduct of that Indemniteemisconduct. (c) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceeding, the Borrower shall promptly do so, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses of such counsel shall be borne by the Borrower. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.04) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses (including, without limitation, fees The Borrower agrees to pay on demand all costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each the other documents to be delivered hereunder or thereunder, including, without limitation, the specified reasonable fees and out-of-pocket expenses of one counsel to the Facility Agents and the Arrangers with respect thereto and with respect to advising the Facility Agents and the Arrangers as to their rights and responsibilities under this Agreement, and all costs and expenses of the Arrangers, the Facility Agents and the Banks (including, without limitation, reasonable counsel fees and expenses) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder and thereunder and the transactions contemplated hereby and therebythereunder. (b) The Borrower agrees to defend, indemnify and hold harmless each of the Lender and its AffiliatesFacility Agents, the Arrangers and the Banks and their respective affiliates and their respective directors, officers, employeesattorneys, agents, attorneysemployees, consultants successors and advisors of or to any of the foregoing assigns (each of the foregoing being each, an “Indemnitee”"Indemnified Person") from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, claims, judgments, suits, costs, expenses and disbursements and expenses of any kind or nature whatsoever (including, without limitation, fees and disbursements of counsel to any such Indemniteeof the Facility Agents, the Arrangers or the Banks) which may be imposed on, incurred by or asserted or awarded against any such Indemnitee Indemnified Person, in each case arising in any manner of or in connection with or arising out by reason of this Agreement, the other Loan Documents, the Commitments or any investigationundertakings in connection therewith, litigation or proceedingthe proposed or actual application of the proceeds of the Loans (all of the foregoing collectively, the "Indemnified Liabilities") and will reimburse each Indemnified Person on a current basis for all expenses (including counsel fees as they are incurred by such party) in connection with investigating, preparing or defending any such action, claim or suit, whether or not any in connection with pending or threatened litigation irrespective of whether such Indemnitee Indemnified Person is designated a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, or any act, event or transaction related or attendant to any thereof, (collectively, the “Indemnified Matters”); provided, however, PROVIDED that the Borrower shall not have any obligation under this Section 8.04(b) liability hereunder to an Indemnitee any Indemnified Person with respect to any Indemnified Matter caused Liabilities which are determined by or resulting a final and nonappealable judgment of a court of competent jurisdiction to have arisen primarily from the gross negligence or willful misconduct of such Indemnified Person; and PROVIDED FURTHER, that Indemniteeif the Borrower has determined in good faith that such Indemnified Liabilities were primarily the result of such Indemnified Person's gross negligence or willful misconduct, it shall not be obligated to pay such Indemnified Liabilities until a court of competent jurisdiction has determined whether such Indemnified Person acted with gross negligence or willful misconduct. If for any reason the foregoing indemnification is unavailable to an Indemnified Person or insufficient to hold an Indemnified Person harmless, then the Borrower shall contribute to the amount paid or payable by such Indemnified Person as a result of any Indemnified Liability in such proportion as is appropriate to reflect not only the relative benefits received by the Borrower and each Facility Agent, each Arranger and each Bank, but also the relative fault of the Borrower and each Facility Agent, each Arranger and each Bank, as well as any other relevant equitable considerations. The foregoing indemnity shall be in addition to any rights that any Indemnified Person may have at common law or otherwise, including, but not limited to, any right to contribution. (c) The BorrowerIf any Bank receives any payment of principal of, at or is subject to a conversion of, any Eurodollar Rate Loan other than on the request last day of an Interest Period relating to such Loan, as a result of any Indemnitee, shall have payment or conversion made by the obligation to defend against such investigation, litigation Borrower or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel acceleration of the Borrower’s choice. In maturity of the event that such Indemnitee requests the Borrower amounts due under this Agreement pursuant to defend against such investigation, litigation Section 11.1 or proceedingfor any other reason, the Borrower shall promptly do soshall, and upon demand by such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses Bank (with a copy of such counsel shall be borne by demand to the Borrower. No action taken by legal counsel chosen by Administrative Agent), pay to the Administrative Agent for the account of such Indemnitee in defending against Bank any amounts required to compensate such investigationBank for any additional losses, litigation costs or proceedingexpenses which it may reasonably incur as a result of such payment or conversion, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant any loss (excluding loss of the margin payable in accordance with Section 5.2 on the amount of principal so paid, or any loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund or maintain such Loan. The foregoing obligations of the Borrower contained in paragraphs (a), (b) and (c) of this Section 8.0413.4, and the obligations of the Borrower contained in Sections 5.5(b) or any other Loan Document and 5.7, shall (i) survive the payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan DocumentLoans.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses The Borrower agrees to pay on demand (including, without limitation, fees i) all costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Administrative Agent and its respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, syndication, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Administrative Agent with respect thereto and, as to the Administrative Agent, with respect to advising it as to its rights and responsibilities under this Agreement and the transactions contemplated hereby other Loan Documents, and thereby(ii) all costs and expenses of the Administrative Agent or any of the Lenders (including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Administrative Agent or any Lender) in connection with the restructuring or enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the other Loan Documents. (b) The Borrower agrees to indemnify and hold harmless the Administrative Agent, each Lender and its the Issuing Lender and their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each of the foregoing being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such IndemniteeIndemnitee and experts, engineers and consultants and the costs of investigation and feasibility studies) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of or based upon or attributable to this Agreement, any other Loan Document, any document delivered hereunder or thereunder, any Obligation, or any act, event or transaction related or attendant to any thereof, including, without limitation, (i) arising from any misrepresentation or breach of warranty under Section 4.18 or any Environmental Claim or any Environmental Lien or any Remedial Action arising out of or based upon anything relating to real property owned or leased by the Borrower or any of its Subsidiaries (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any obligation under this Section 8.04(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee. (c) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceeding, the Borrower shall promptly do so, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses of such counsel shall be borne by the Borrower. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.04) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.106 115

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses The Borrower agrees to pay on demand (including, without limitation, fees i) all costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Administrative Agent and its respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, syndication, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Administrative Agent with respect thereto and, as to the Administrative Agent, with respect to advising it as to its rights and responsibilities under this Agreement and the transactions contemplated hereby other Loan Documents, and thereby(ii) all costs and expenses of the Administrative Agent or any of the Lenders (including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Administrative Agent or any Lender) in connection with the restructuring or enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the other Loan Documents. (b) The Borrower agrees to indemnify and hold harmless the Administrative Agent, each Lender and its the Issuing Lender and their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each of the foregoing being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such IndemniteeIndemnitee and experts, engineers and consultants and the costs of investigation and feasibility studies) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of or based upon or attributable to this Agreement, any other Loan Document, any document delivered hereunder or thereunder, any Obligation, or any act, event or transaction related or attendant to any thereof, including, without limitation, (i) arising from any misrepresentation or breach of warranty under Section 4.18 or any Environmental Claim or any Environmental Lien or any Remedial Action arising out of or based upon anything relating to real property owned or leased by the Borrower or any of its Subsidiaries (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any obligation under this Section 8.04(b10.4(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. (c) The BorrowerIf any Lender receives any payment of principal of, at or is subject to a conversion of, any Eurodollar Rate Loan other than on the request last day of an Interest Period relating to such Loan, as a result of any Indemnitee, shall have payment or conversion made by the obligation to defend against such investigation, litigation Borrower or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel acceleration of the Borrower’s choice. In maturity of the event that such Indemnitee requests the Borrower Revolving Credit Notes pursuant to defend against such investigation, litigation Section 8.2 or proceedingfor any other reason, the Borrower shall promptly do soshall, and upon demand by such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses Lender (with a copy of such counsel shall be borne demand to the Administrative Agent), to the extent not previously paid to such Lender pursuant to any other provision hereof, pay to the Administrative Agent for the account of such Lender all amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or conversion, including, without limitation, any loss (including, without limitation, loss of anticipated profits), cost or expense incurred by reason of the Borrower. No action taken by legal counsel chosen liquidation or reemployment of deposits or other funds acquired by such Indemnitee in defending against any Lender to fund or maintain such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such IndemniteeRevolving Credit Loan. (d) The Borrower shall indemnify the Administrative Agent, the Lenders and the Issuing Lender for, and hold the Administrative Agent, the Lenders and the Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement. (e) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.0410.4) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses (including, without limitation, fees The Borrower agrees to pay on demand all costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Agent in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents Ancillary Agreements and each of the other documents to be delivered hereunder and thereunder thereunder, including, without limitation, (i) the reasonable fees and out-of-pocket expenses of counsel to the Agent, with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement and the transactions contemplated hereby Ancillary Agreements and thereby(ii) audit and other professionals' (which professionals may be employees of the Agent) costs and expenses. The Borrower agrees to pay on demand all costs and expenses of the Agent, the Co-Agents and the Banks (including, without limitation, reasonable counsel fees, disbursements and expenses and the allocated costs of in-house counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Ancillary Agreements and the other documents to be delivered hereunder and thereunder. (b) The Borrower agrees to indemnify and hold harmless the Lender Agent, the Co-Agents and its each Bank and their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants agents and advisors of or to any of the foregoing (each of the foregoing being an “Indemnitee”) from and against any and all suits, actions, proceedings, claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements liabilities and expenses of any kind or nature (including, without limitation, reasonable fees and disbursements of counsel to counsel, including those incurred upon any such Indemniteeappeal and the allocated costs of in-house counsel) which may be imposed on, incurred by instituted or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreementincurred by the Agent, any other Loan Document, any Obligation, Co-Agent or such Bank as a result of its having entered into this Agreement or any act, event of the Ancillary Agreements or transaction related or attendant to any thereof, (collectively, the “Indemnified Matters”)having extended credit hereunder; provided, however, that the Borrower shall not have be liable for such indemnification to such indemnified Person to the extent that any obligation under this Section 8.04(b) to an Indemnitee with respect to any Indemnified Matter caused by such suit, action, proceeding, claim, damage, loss, liability or resulting expense results from the such indemnified Person's gross negligence or willful misconduct of that Indemniteemisconduct. (c) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceeding, the Borrower shall promptly do so, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses of such counsel shall be borne by the Borrower. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.04) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Costs; Expenses; Indemnities. (a) Each The Borrower agrees to pay ---------------------------- to the Lender or as the Lender may direct (i) on or before the date hereof (and not including any amounts previously paid) the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000) toward the parties hereto shall bear its own expenses (including, without limitation, fees reasonable costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Lender in connection with the preparation, negotiation, execution, delivery, administration, modification execution and amendment delivery of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Lender with respect thereto, provided that the -------- ---- Borrower acknowledges and agrees that the foregoing shall not include the fees and expenses to be paid by the Borrower pursuant to Section 4.2(e) hereof, and (ii) on demand, all costs and expenses of the Lender (including, without limitation, the fees and out-of-pocket expenses of counsel, retained by the Lender) in connection with the modification, amendment or enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the transactions contemplated hereby and therebyother Loan Documents. (b) The Borrower agrees to indemnify and hold harmless the Lender and its Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article IV) (each of the foregoing being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such IndemniteeIndemnitee and experts, engineers and consultants and the costs of investigation and feasibility studies) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of or based upon or attributable to this Agreement, any other Loan Document, any document delivered hereunder or thereunder, any Obligation, or any act, event or transaction related or attendant to any thereof, including, without limitation, (i) arising from any misrepresentation or breach of warranty under Section 5.19 or any Environmental Claim or any Environmental Lien or any Remedial Action arising out of or based upon anything relating to real property owned, leased or operated by the Borrower or any of its Subsidiaries and the facilities or operations (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower -------- ------- shall not have any obligation under this Section 8.04(b10.4(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. (c) The Borrower, at If the request Lender receives any payment of principal of any IndemniteeLoan other than on the last day of an Interest Period relating to such Loan, shall have as a result of any payment made by the obligation to defend against such investigation, litigation Borrower or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel acceleration of the Borrower’s choice. In maturity of the event that such Indemnitee requests the Borrower Note pursuant to defend against such investigation, litigation Section 9.2 or proceedingfor any other reason, the Borrower shall promptly do soshall, and such Indemnitee shall have upon demand by the right Lender, pay to have legal counsel of its choice participate in such defensethe Lender all amounts required to compensate the Lender for any additional losses, and all costs and or expenses which it may reasonably incur as a result of such counsel shall be borne payment, including, without limitation, any loss (including, without limitation, loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Borrower. No action taken by legal counsel chosen by Lender to fund or maintain such Indemnitee in defending against any such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such IndemniteeLoan. (d) The Borrower shall indemnify the Lender for, and hold the Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Lender for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement. (e) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.0410.4) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document. (f) The provisions of this Section 10.4 shall survive any termination of this Agreement.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses The Borrower agrees to pay on demand (including, without limitation, fees i) all costs and expenses of the counselAdministrative Agent, accountantsthe Lenders, appraisers, consultants or industry experts or other experts) incurred by it the Issuing Bank and their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, syndication, modification and amendment of this Agreement, each of the other Loan Documents (including, if applicable, Security Documents) and each of the other documents (including documents delivered pursuant to Section 3.4 or Section 7.23) to be delivered hereunder and thereunder thereunder, including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Administrative Agent or any of the Lenders with respect thereto and with respect to advising as to their rights and responsibilities under this Agreement and the transactions contemplated hereby other Loan Documents and thereby(ii) all costs and expenses of the Administrative Agent, the Issuing Bank or any of the Lenders (including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Administrative Agent, the Issuing Bank or any Lender) in connection with the restructuring or enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the other Loan Documents. In the event of any court proceedings, court costs and attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by the Administrative Agent, the Issuing Bank or any Lender. (b) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Issuing Bank and each Lender and its their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each of the foregoing being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such IndemniteeIndemnitee and experts, engineers and consultants and the costs of investigation and feasibility studies) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law 119 or in equity, or on in contract, tort or otherwise, in any manner relating to or arising out of or based upon or attributable to this Agreement, any other Loan Document, any document delivered hereunder or thereunder, any Obligation, or any act, event or transaction related or attendant to any thereof, including, without limitation, (i) arising from any misrepresentation or breach of warranty under Section 5.18 or any Environmental Claim or any Environmental Lien or any Remedial Action arising out of or based upon anything relating to real property owned or leased by the Borrower or any of its Subsidiaries (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any obligation under this Section 8.04(b11.4(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. (c) The BorrowerIf any Lender receives any payment of principal of, at or is subject to a conversion of, any Eurodollar Rate Loan other than on the request last day of an Interest Period relating to such Loan, as a result of any Indemnitee, shall have payment or conversion made by the obligation to defend against such investigation, litigation Borrower or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel acceleration of the Borrower’s choice. In maturity of the event that such Indemnitee requests the Borrower Notes pursuant to defend against such investigation, litigation Section 9.2 or proceedingfor any other reason, the Borrower shall promptly do soshall, and upon demand by such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses Lender (with a copy of such counsel shall be borne demand to the Administrative Agent), to the extent not previously paid to such Lender pursuant to any other provision hereof, pay to the Administrative Agent for the account of such Lender all amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or conversion, including, without limitation, any loss (including, without limitation, loss of anticipated profits), cost or expense incurred by reason of the Borrower. No action taken by legal counsel chosen liquidation or reemployment of deposits or other funds acquired by such Indemnitee in defending against any Lender to fund or maintain such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such IndemniteeLoan. (d) The Borrower shall indemnify the Administrative Agent, the Issuing Bank and the Lenders for, and hold the Administrative Agent and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Issuing Bank and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement. (e) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.0411.4) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any 128 Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Costs; Expenses; Indemnities. (a) Each The Borrower agrees to pay on ----------------------------- demand (i) all costs and out-of the parties hereto shall bear its own expenses (including, without limitation, fees and pocket expenses of the counselSyndication Agent, accountants, appraisers, consultants or industry experts or other experts) incurred by it the Administrative Agent and the Arranger in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by any Agent with respect thereto and of counsel to any Agent with respect to advising such Agent as to its rights and responsibilities under this Agreement and the other Loan Documents and the other documents to be delivered hereunder or thereunder and (ii) all costs and out-of-pocket expenses of the transactions contemplated hereby Syndication Agent, the Administrative Agent, the Arranger or the Lenders (including, without limitation, the reasonable fees and therebyout-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by any of the Syndication Agent, the Administrative Agent, the Arranger or any Lender) in connection with the restructuring of, enforcement (whether through negotiations, legal proceedings or otherwise) of, or protection of legal rights under, this Agreement, the other Loan Documents and the other documents to be delivered hereunder and thereunder. (b) The Borrower agrees to defend, protect, indemnify and hold harmless the Administrative Agent, the Syndication Agent, the Arranger and each Lender and its their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth herein) (each of the foregoing being an “"Indemnitee”") from and against any and ---------- all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, indirect or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document or any Related Document, any Obligation, or any act, event or transaction related or attendant to thereto, including, without limitation, (i) the making of any thereof, assignments of or participations in the Loans and the management of the Loans or (ii) the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby or by reason of Section 502(1) of ERISA (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any ------------------- -------- ------- obligation under this Section 8.04(b) hereunder to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence negligence, bad faith or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, -------- ------- that the Borrower shall have no obligation to any Indemnitee hereunder with respect to any Indemnified Matter to the extent (i) such Indemnified Matter arises out of a dispute among the Lenders or between the Administrative Agent and the Lenders or (ii) the manner of the making of any assignment or participation by such Indemnitee violates the registration provisions of the Securities Act of 1933, as amended. (c) The BorrowerIf any Lender receives any payment of principal of, at or is subject to a conversion of, any Eurodollar Rate Loan other than on the request last day of an Interest Period relating to such Loan, as a result of any Indemnitee, shall have payment or conversion made by the obligation to defend against such investigation, litigation Borrower or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel acceleration of the Borrower’s choice. In maturity of the event that such Indemnitee requests the Borrower Notes pursuant to defend against such investigation, litigation Section 8.2 or proceedingfor any other reason, the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender all amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or conversion, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. A certificate as to such amounts setting forth in reasonable detail the basis for computing the amount payable to such Lender pursuant to this Section 10.4(c) shall promptly do so, be submitted to the Borrower and the Administrative Agent by such Lender and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses of such counsel certificate shall be borne by the Borrower. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigationconclusive and binding for all purposes, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemniteeabsent manifest error. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.0410.4) or any other Loan Document shall (i) survive payment of the Obligations and (ii) also inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses (including, without limitation, fees and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder and the transactions contemplated hereby and thereby. (b) The Borrower agrees to indemnify and hold harmless the Lender and its Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (each of the foregoing being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, or any act, event or transaction related or attendant to any thereof, (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any obligation under this Section 8.04(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee. (c) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s 's choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceeding, the Borrower shall promptly do so, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses of such counsel shall be borne by the Borrower. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s 's obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.04) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses The Borrower agrees to pay on demand (including, without limitation, fees i) all costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Agent in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder thereunder, including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Agent with respect thereto, search, filing and recording fees due diligence, syndication including printing, distribution and bank meeting, transportation, computer, duplication, messenger, audit, insurance, appraisal and consultation costs and expenses and, as to the Agent, with respect to advising it as to its rights and responsibilities under this Agreement and the transactions contemplated hereby other Loan Documents, and thereby(ii) all costs and expenses of the Agent, each Issuer and each Lender (including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Agent or any Issuer or Lender) in connection with the enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the other Loan Documents. (b) The Borrower agrees to indemnify and hold harmless the Agent and each Issuer and Lender and its their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each of the foregoing being an “Indemnitee”"INDEMNITEE") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, including, without limitation, (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including, without limitation, CERCLA and applicable state property transfer laws, whether, with respect to any of the foregoing, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to any of the foregoing referred to in clauses (i), (ii), (iii) and (iv), to the extent incurred following (A) foreclosure by the Agent or any Lender, or the Agent or any Issuer or Lender having become the successor in interest to the Borrower or any of its Subsidiaries, and (B) attributable solely to acts of the Agent or such Issuer or Lender or any agent on behalf of the Agent or such Issuer or Lender; or (v) the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered 116 hereby (collectively, the “Indemnified Matters”"INDEMNIFIED MATTERS"); providedPROVIDED, howeverHOWEVER, that the Borrower shall not have any obligation under this Section 8.04(b10.4(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, but in no event shall an Indemnitee be liable for punitive, exemplary or consequential damages. (c) If any Lender receives any payment of principal of, or is subject to a conversion of, any Euro-dollar Rate Loan other than on the last day of an Interest Period relating to such Loan, as a result of any payment or conversion made by the Borrower or acceleration of the maturity of the Notes pursuant to Section 8.2 or for any other reason, the Borrower shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender all amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or conversion, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) The Borrower shall indemnify the Agent and the Issuers and Lenders for, and hold the Agent and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agent and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement. (e) The Agent and each Issuer and Lender agree that in the event that any such investigation, litigation or proceeding set forth in subparagraph (b) above is asserted or threatened in writing or instituted against it or any other Indemnitee, or any Remedial Action, is requested of it or any of its officers, directors, agents and employees, for which any Indemnitee may desire indemnity or defense hereunder, such Indemnitee shall promptly notify the Borrower in writing. (f) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceedingproceeding or requested Remedial Action, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s 's choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceedingproceeding or requested Remedial Action, the Borrower shall promptly do so, so and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; PROVIDED, HOWEVER, that in connection with any such investigation, litigation or proceeding or the preparation of a defense with respect thereto, the Borrower shall not be responsible for, or required to hold harmless any Indemnitee from and against the fees and disbursements of more than one counsel for all costs and expenses of the Indemnitees taken together, except to the extent any such Indemnitee requires its own counsel shall in order to be borne by adequately represented in the Borrowerreasonable judgment of counsel for such Indemnitee. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceedingproceeding or requested Remedial Action, shall vitiate or in any way impair the Borrower’s 's obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (dg) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.0410.4) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses (including, without limitation, fees The Borrower agrees to pay on demand all reasonable costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent and the Syndication Agent with respect thereto and with respect to advising the Administrative Agent and the Syndication Agent as to their rights and responsibilities under this Agreement, and all costs and expenses of the Administrative Agent and the Banks (including, without limitation, reasonable counsel fees and expenses) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder and thereunder and the transactions contemplated hereby and therebythereunder. (b) The Borrower agrees to defend, indemnify and hold harmless each of the Lender and its AffiliatesAdministrative Agent, the Co-Arrangers and the Banks and their respective affiliates and their respective directors, officers, employeesattorneys, agents, attorneysemployees, consultants successors and advisors of or to any of the foregoing assigns (each of the foregoing being each, an “Indemnitee”"Indemnified Person") from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, claims, judgments, suits, costs, expenses and disbursements and expenses of any kind or nature whatsoever (including, without limitation, fees and disbursements of counsel to any such Indemniteeof the Administrative Agent, the Co-Arrangers or the Banks) which may be imposed on, incurred by or asserted or awarded against any such Indemnitee Indemnified Person, in each case arising in any manner of or in connection with or arising out by reason of this Agreement, the other Loan Documents, the Line of Credit Loan Commitments or any investigationundertakings in connection therewith, litigation or proceedingthe proposed or actual application of the proceeds of the Loans (all of the foregoing collectively, the "Indemnified Liabilities") and will reimburse each Indemnified Person on a current basis for all properly documented expenses (including outside counsel fees as they are incurred by such party) in connection with investigating, preparing or defending any such action, claim or suit, whether or not any in connection with pending or threatened litigation irrespective of whether such Indemnitee Indemnified Person is designated a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, or any act, event or transaction related or attendant to any thereof, (collectively, the “Indemnified Matters”); provided, however, provided that the Borrower shall not have any obligation under this Section 8.04(b) liability hereunder to an Indemnitee any Indemnified Person with respect to any Indemnified Matter caused Liabilities which are determined by or resulting a court of competent jurisdiction to have arisen primarily from the gross negligence or willful misconduct of such Indemnified Person; and provided, further, that Indemniteeif the Borrower has determined in good faith that such Indemnified Liabilities were primarily the result of such Indemnified Person's gross negligence or willful misconduct, it shall not be obligated to pay such Indemnified Liabilities until a court of competent jurisdiction has determined whether such Indemnified Person acted with gross negligence or willful misconduct. If for any reason the foregoing indemnification is unavailable to an Indemnified Person or insufficient to hold an Indemnified Person harmless, then the Borrower shall contribute to the amount paid or payable by such Indemnified Person as a result of any Indemnified Liability in such proportion as is appropriate to reflect not only the relative benefits received by the Borrower and the Administrative Agent, the Co-Arrangers and each Bank, but also the relative fault of the Borrower and the Administrative Agent, the Co-Arrangers and each Bank, as well as any other relevant equitable considerations. The foregoing indemnity shall be in addition to any rights that any Indemnified Person may have at common law or otherwise, including, but not limited to, any right to contribution. (c) The Borrower, at the request If any Bank receives any payment of principal of any IndemniteeLoan other than on the last day of an Interest Period relating to such Loan, shall have as a result of any payment made by the obligation to defend against such investigation, litigation Borrower or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel acceleration of the Borrower’s choice. In maturity of the event that such Indemnitee requests the Borrower amounts due under this Agreement pursuant to defend against such investigation, litigation Section 10.1 or proceedingfor any other reason, the Borrower shall promptly do soshall, and upon demand by such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses Bank (with a copy of such counsel shall be borne by demand to the Borrower. No action taken by legal counsel chosen by Administrative Agent), pay to the Administrative Agent for the account of such Indemnitee in defending against Bank any amounts required to compensate such investigationBank for any additional losses, litigation costs or proceedingexpenses which it may reasonably incur as a result of such payment, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund or maintain such Loan. The foregoing obligations of the Borrower contained in paragraphs (a), (b) and (c) of this Section 8.04) or any other Loan Document 11.4, and the obligations of the Borrower contained in Sections 4.6(a), 4.6(b), 4.8 and 4.9, shall (i) survive the payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan DocumentLoans.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses The Loan Parties jointly and severally agree to pay on demand (including, without limitation, fees i) all reasonable costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Agent in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Agent with respect thereto and with respect to advising it as to its rights and responsibilities under this Agreement and the transactions contemplated hereby other Loan Documents, and thereby(ii) all reasonable costs and expenses of the Agent, the Issuer and each Lender (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel, accountants, appraisers, investment bankers and advisors, consultants or industry experts retained by the Agent, the Issuer or any Lender) in connection with the restructuring or enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the other Loan Documents. (b) The Borrower agrees Loan Parties jointly and severally agree to indemnify and hold harmless the Lender and its Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (each of the foregoing being an “Indemnitee”) Indemnitee from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such IndemniteeIndemnitee and experts, engineers and consultants and the costs of investigation and feasibility studies) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation litigation, violation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of or based upon or attributable to this Agreement, any other Loan Document, any Related Document, any document delivered hereunder or thereunder, any Obligation, any Guarantied Obligation, or any act, event or transaction related or attendant to any thereof, including, without limitation, (i) arising from any misrepresentation or breach of warranty under Section 4.19 or any Environmental Claim or any Environmental Lien or any Remedial Action or otherwise under any Environmental Law currently or hereafter in effect arising out of or based upon anything relating to real property owned, leased or operated by any Loan Party or any of its Subsidiaries or any of their facilities or operations (collectively, the “194 "Indemnified Matters”"); or (ii) suits or claims of Intellectual Property (as defined in the Collateral Documents) infringement arising out of or in connection with the Transactions or any action or omission by the Agent that is permitted under any of the Loan Documents; provided, however, that none of the Borrower Loan Parties shall not have any obligation under this Section 8.04(b10.4(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. (c) If any Lender receives any payment of principal of, or is subject to a conversion of, any Eurocurrency Rate Loan other than on the last day of an Interest Period relating to such Loan, as a result of any payment or conversion made by any Borrower or acceleration of the maturity of the Notes pursuant to Section 8.2 or for any other reason, then, in any such event, such Borrower shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender all amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or conversion, including, without limitation, any loss (including, without limitation, loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) The BorrowerLoan Parties shall jointly and severally indemnify the Agent, the Issuer and the Lenders for, and hold the Agent, the Issuer and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agent, the Issuer and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement. (e) The Agent, the Issuer and each Lender agree that in the event that any such investigation, litigation, violation or proceeding set forth in subparagraph (b) above is asserted or threatened in writing or instituted against it or any other Indemnitee, or any Remedial Action, is requested of it or any of its officers, directors, agents and employees, for which any Indemnitee may desire indemnity 195 or defense hereunder, such Indemnitee shall promptly notify the Borrowers in writing. (f) The Loan Parties, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceedingproceeding or requested Remedial Action, and the BorrowerLoan Parties, in any event, may participate in the defense thereof with legal counsel of the Borrower’s their choice. In the event that such Indemnitee requests the Borrower Loan Parties to defend against such investigation, litigation or proceedingproceeding or requested Remedial Action, the Borrower Loan Parties shall promptly do so, so and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses of such counsel shall be borne by the Borrower. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceedingproceeding or requested Remedial Action, shall vitiate or in any way impair the any Borrower’s 's obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (dg) The Borrower Each Loan Party agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.0410.4) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses (including, without limitation, fees The Subsidiary Borrower agrees to pay on demand all costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each the other documents to be delivered hereunder or thereunder, including, without limitation, the specified reasonable fees and out-of-pocket expenses of one counsel to the Managing Agents and the Facility Agents and the Arrangers with respect thereto and with respect to advising the Managing Agents, the Facility Agents and the Arrangers as to their rights and responsibilities under this Agreement, and all costs and expenses of the Managing Agents, the Facility Agents and the Banks (including, without limitation, reasonable counsel fees and expenses) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder and thereunder and the transactions contemplated hereby and therebythereunder. (b) The Subsidiary Borrower agrees to defend, indemnify and hold harmless each of the Lender and its AffiliatesManaging Agents, the Facility Agents, the Arrangers and the Banks and their respective affiliates and their respective directors, officers, employeesattorneys, agents, attorneysemployees, consultants successors and advisors of or to any of the foregoing assigns (each of the foregoing being each, an “Indemnitee”"Indemnified Person") from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, claims, judgments, suits, costs, expenses and disbursements and expenses of any kind or nature whatsoever (including, without limitation, fees and disbursements of counsel to any such Indemniteeof the Managing Agents, the Facility Agents, the Arrangers or the Banks) which may be imposed on, incurred by or asserted or awarded against any such Indemnitee Indemnified Person, in each case arising in any manner of or in connection with or arising out by reason of the Merger, the Merger Agreement, the Tender Offer, this Agreement, the other Loan Documents, the Subsidiary Commitments or any investigationundertakings in connection therewith, litigation or proceedingthe proposed or actual application of the proceeds of the Subsidiary Loans (all of the foregoing collectively, the "Indemnified Liabilities") and will reimburse each Indemnified Person on a current basis for all expenses (including counsel fees as they are incurred by such party) in connection with investigating, preparing or defending any such action, claim or suit, whether or not any in connection with pending or threatened litigation irrespective of whether such Indemnitee Indemnified Person is designated a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, or any act, event or transaction related or attendant to any thereof, (collectively, the “Indemnified Matters”); provided, however, provided that the Subsidiary Borrower shall not have any obligation under this Section 8.04(b) liability hereunder to an Indemnitee any Indemnified Person with respect to any Indemnified Matter caused Liabilities which are determined by or resulting a final and nonappealable judgment of a court of competent jurisdiction to have arisen primarily from the gross negligence or willful misconduct of such Indemnified Person; and provided further, that Indemniteeif the Subsidiary Borrower has determined in good faith that such Indemnified Liabilities were primarily the result of such Indemnified Person's gross negligence or willful misconduct, they shall not be obligated to pay such Indemnified Liabilities until a court of competent jurisdiction has determined whether such Indemnified Person acted with gross negligence or willful misconduct. If for any reason the foregoing indemnification is unavailable to an Indemnified Person or insufficient to hold an Indemnified Person harmless, then each Subsidiary Borrower shall contribute to the amount paid or payable by such Indemnified Person as a result of any Indemnified Liability in such proportion as is appropriate to reflect not only the relative benefits received by the Subsidiary Borrower and each Managing Agent, each Facility Agent, each Arranger and each Bank, but also the relative fault of the Subsidiary Borrower and each Managing Agent, each Facility Agent, each Arranger and each Bank, as well as any other relevant equitable considerations. The foregoing indemnity shall be in addition to any rights that any Indemnified Person may have at common law or otherwise, including, but not limited to, any right to contribution. (c) The BorrowerIf any Bank receives any payment of principal of, at or is subject to a conversion of, any Eurodollar Rate Loan other than on the request last day of an Interest Period relating to such Subsidiary Loan, as a result of any Indemnitee, shall have payment or conversion made by the obligation to defend against such investigation, litigation Subsidiary Borrower or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel acceleration of the Borrower’s choice. In maturity of the event that such Indemnitee requests the Borrower amounts due under this Agreement pursuant to defend against such investigation, litigation Section 8.1 or proceedingfor any other reason, the Subsidiary Borrower shall promptly do soshall, and upon demand by such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses Bank (with a copy of such counsel shall be borne by demand to the Borrower. No action taken by legal counsel chosen by Administrative Agent), pay to the Administrative Agent for the account of such Indemnitee in defending against Bank any amounts required to compensate such investigationBank for any additional losses, litigation costs or proceedingexpenses which it may reasonably incur as a result of such payment or conversion, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant any loss (excluding loss of the margin payable in accordance with Section 3.2 on the amount of principal so paid, or any loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund or maintain such Subsidiary Loan. The foregoing obligations of the Subsidiary Borrower contained in paragraphs (a), (b) and (c) of this Section 8.04) or any other Loan Document 10.4, and the obligations of the Subsidiary Borrower contained in Sections 3.5 and 3.7, shall (i) survive the payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan DocumentSubsidiary Loans.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses (including, without limitation, fees The Borrowers jointly and severally agree to pay on demand all costs and expenses of the counselAgent and, accountantswith respect to clause (iii) hereof, appraisers, consultants or industry experts or other experts) incurred by it BofA as Co-Agent in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents Ancillary Agreements and each of the other documents to be delivered hereunder and thereunder thereunder, including, without limitation, (i) the reasonable fees and out-of-pocket expenses of counsel to the Agent, with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement and the transactions contemplated hereby Ancillary Agreements, (ii) syndication, appraisal and therebyenvironmental assessment, audit and other processionals' (which professionals may be employees of the Agent) costs and expenses, (iii) Borrowing Base audit costs and expenses, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel and the allocated cost of in-house counsel incurred in connection therewith, and (iv) all costs and expenses of the Banks (including, without limitation, reasonable counsel fees, disbursements and expenses and the allocated costs of in-house counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Ancillary Agreements and the other documents to be delivered hereunder and thereunder. (b) The Borrower agrees Borrowers jointly and severally agree to indemnify and hold harmless the Lender Agent, the Co-Agents and its each Bank and their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants agents and advisors of or to any of the foregoing (each of the foregoing being an “Indemnitee”) from and against any and all suits, actions, proceedings, claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements liabilities and expenses of any kind or nature (including, without limitation, reasonable fees and disbursements of counsel to counsel, including those incurred upon any such Indemniteeappeal and the allocated costs of in-house counsel) which may be imposed on, incurred by instituted or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreementincurred by the Agent, any other Loan Document, any Obligation, Co-Agent or such Bank as a result of its having entered into this Agreement or any actof the Ancillary Agreements or having extended credit hereunder; PROVIDED, event or transaction related or attendant to any thereof, (collectively, the “Indemnified Matters”); provided, howeverHOWEVER, that the Borrower Borrowers shall not have be liable for such indemnification to such indemnified Person to the extent that any obligation under this Section 8.04(b) to an Indemnitee with respect to any Indemnified Matter caused by such suit, action, proceeding, claim, damage, loss, liability or resulting expense results from the such indemnified Person's gross negligence or willful misconduct of that Indemniteemisconduct. (c) The Borrower, at the request If any Bank receives any payment of any Indemniteeprincipal of, shall have or is subject to a conversion of, any Eurodollar Rate Loan other than on the obligation last day of an Interest Period relating to defend against such investigationLoan, litigation as a result of any payment or proceeding, and conversion made by the Borrower, in any event, may participate in the defense thereof with legal counsel Borrowers or acceleration of the Borrower’s choice. In maturity of the event that such Indemnitee requests the Borrower Notes pursuant to defend against such investigation, litigation Section 8.01 or proceedingfor any other reason, the Borrower shall promptly do soBorrowers shall, and upon demand by such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses Bank (with a copy of such counsel shall be borne by demand to the Borrower. No action taken by legal counsel chosen by Agent), pay to the Agent for the account of such Indemnitee in defending against Bank all amounts required to compensate such Bank for any additional losses, costs or expenses which it may reasonably incur as a result of such investigationpayment or conversion, litigation or proceedingincluding, shall vitiate or in without limitation, any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement loss (including, without limitation, pursuant to this Section 8.04) loss of anticipated profits), cost or any other Loan Document shall (i) survive payment expense incurred by reason of the Obligations and (ii) inure liquidation or reemployment of deposits or other funds acquired by such Bank to the benefit of any Person who was at any time an Indemnitee under this Agreement fund or any other Loan Documentmaintain such Loan.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses (including, without limitation, fees The Borrower agrees to pay on demand all reasonable costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each the other documents to be delivered hereunder or thereunder, including, without limitation, the specified reasonable fees and out-of-pocket expenses of counsel to the Agent with respect thereto (such fees and expenses to be payable on the Effective Date) and with respect to advising the Agent as to their rights and responsibilities under this Agreement, and all costs and expenses of the Agent and the Banks (including, without limitation, reasonable counsel fees and expenses) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder and thereunder and the transactions contemplated hereby and therebythereunder. (b) The Borrower agrees to defend, indemnify and hold harmless each of the Lender and its AffiliatesAgent, the Arranger, the Co-Arranger, the Working Capital Agent, the Documentation Agent and the Banks and their respective affiliates and their respective directors, officers, employeesattorneys, agents, attorneysemployees, consultants successors and advisors of or to any of the foregoing assigns (each of the foregoing being each, an “Indemnitee”"Indemnified Person") from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, claims, judgments, suits, costs, expenses and disbursements and expenses of any kind or nature whatsoever (including, without limitation, fees and disbursements of counsel to any such Indemniteeof the Agent, the Working Capital Agent, the Documentation Agent, the Arranger, the Co- Arranger or the Banks) which may be imposed on, incurred by or asserted or awarded against any such Indemnitee Indemnified Person, in each case arising in any manner of or in connection with or arising out by reason of this Agreement, the other Loan Documents, the Commitments or any investigationundertakings in connection therewith, litigation or proceedingthe proposed or actual application of the proceeds of the Loans (all of the foregoing collectively, the "Indemnified Liabilities") and will reimburse each Indemnified Person on a current basis for all properly documented expenses (including outside counsel fees as they are incurred by such party) in connection with investigating, preparing or defending any such action, claim or suit, whether or not any in connection with pending or threatened litigation irrespective of whether such Indemnitee Indemnified Person is designated a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, or any act, event or transaction related or attendant to any thereof, (collectively, the “Indemnified Matters”); provided, however, provided that the Borrower shall not have any obligation under this Section 8.04(b) liability hereunder to an Indemnitee any Indemnified Person with respect to any Indemnified Matter caused Liabilities which are determined by or resulting a court of competent jurisdiction to have arisen primarily from the gross negligence or willful misconduct of such Indemnified Person; and provided further, that Indemniteeif the Borrower has determined in good faith that such Indemnified Liabilities were primarily the result of such Indemnified Person's gross negligence or willful misconduct, it shall not be obligated to pay such Indemnified Liabilities until a court of competent jurisdiction has determined whether such Indemnified Person acted with gross negligence or willful misconduct. If for any reason the foregoing indemnification is unavailable to an Indemnified Person or insufficient to hold an Indemnified Person harmless, then the Borrower shall contribute to the amount paid or payable by such Indemnified Person as a result of any Indemnified Liability in such proportion as is appropriate to reflect not only the relative benefits received by the Borrower and the Agent, the Arranger, the Co-Arranger, the Working Capital Agent, the Documentation Agent, and each Bank, but also the relative fault of the Borrower and the Agent, the Arranger, the Co-Arranger, the Working Capital Agent, the Documentation Agent and each Bank, as well as any other relevant equitable considerations. The foregoing indemnity shall be in addition to any rights that any Indemnified Person may have at common law or otherwise, including, but not limited to, any right to contribution. (c) The Borrower, at the request If any Eurodollar Loans are Consolidated or if any Bank receives any payment of principal of any IndemniteeEurodollar Loan other than on the last day of an Interest Period relating to such Loan, shall have as a result of any payment made by the obligation to defend against such investigation, litigation Borrower or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel acceleration of the Borrower’s choice. In maturity of the event that such Indemnitee requests the Borrower amounts due under this Agreement pursuant to defend against such investigation, litigation Section 11.1 or proceedingfor any other reason, the Borrower shall promptly do soshall, and upon demand by such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses Bank (with a copy of such counsel shall be borne by demand to the Borrower. No action taken by legal counsel chosen by Agent (or, in the event such Indemnitee in defending against demand relates to a Eurodollar Working Capital Loan, the Working Capital Agent), pay to the Agent of the Working Capital Agent (as the case may be) for the account of such Bank any amounts required to compensate such investigationBank for any additional losses, litigation costs or proceedingexpenses which it may reasonably incur as a result of such payment or Consolidation, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund or maintain such Loan. The foregoing obligations of the Borrower contained in paragraphs (a), (b) and (c) of this Section 8.04) or any other Loan Document 12.4, and the obligations of the Borrower contained in Sections 5.6(b), 5.8 and 5.9, shall (i) survive the payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan DocumentLoans.

Costs; Expenses; Indemnities. (a) Each The Borrower agrees to pay ---------------------------- to the Lender or as the Lender may direct, on demand, all costs and expenses of the parties hereto shall bear its own expenses Lender (including, without limitation, the fees and out-of-pocket expenses of the counsel, accountants, appraisers, consultants or industry experts or other expertsretained by the Lender) incurred by it in connection with the preparationmodification, amendment or enforcement (whether through negotiation, execution, delivery, administration, modification and amendment legal proceedings or otherwise) of this Agreement, each of Agreement and the other Loan Documents and each of the other documents to be delivered hereunder and thereunder and the transactions contemplated hereby and therebyDocuments. (b) The Borrower agrees to indemnify and hold harmless the Lender and its Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article IV) (each of the foregoing being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such IndemniteeIndemnitee and experts, engineers and consultants and the costs of investigation and feasibility studies) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of or based upon or attributable to this Agreement, any other Loan Document, any document delivered hereunder or thereunder, any Obligation, or any act, event or transaction related or attendant to any thereof, including, without limitation, (i) arising from any misrepresentation or breach of warranty under Section 5.19 or any Environmental Claim or any Environmental Lien or any Remedial Action arising out of or based upon anything relating to real property owned, leased or operated by the Borrower or any of its Subsidiaries and the facilities or operations (collectively, the “"Indemnified Matters”"); provided, however, that the Borrower shall not have any obligation under this Section 8.04(b10.4(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdic tion in a final non-appealable judgment or order. (c) The Borrower, at If the request Lender receives any payment of principal of any IndemniteeLoan other than on the last day of an Interest Period relating to such Loan, shall have as a result of any payment made by the obligation to defend against such investigation, litigation Borrower or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel acceleration of the Borrower’s choice. In maturity of the event that such Indemnitee requests the Borrower Note pursuant to defend against such investigation, litigation Section 9.2 or proceedingfor any other reason, the Borrower shall promptly do soshall, and such Indemnitee shall have upon demand by the right Lender, pay to have legal counsel of its choice participate in such defensethe Lender all amounts required to compensate the Lender for any additional losses, and all costs and or expenses which it may reasonably incur as a result of such counsel shall be borne payment, including, without limitation, any loss (including, without limitation, loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Borrower. No action taken by legal counsel chosen by Lender to fund or maintain such Indemnitee in defending against any such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such IndemniteeLoan. (d) The Borrower shall indemnify the Lender for, and hold the Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Lender for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement. (e) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.0410.4) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document. (f) The provisions of this Section 10.4 shall survive any termination of this Agreement.

Costs; Expenses; Indemnities. (a) Each of The Borrower agrees to pay on demand (i) the parties hereto shall bear its own expenses (including, without limitation, fees reasonable costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Agent in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder thereunder, including, without limitation, (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and out-of-pocket expenses of counsel to the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities or the perfection, protection or preservation of rights or interests under this Agreement and the transactions contemplated hereby other Loan Documents with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may give rise thereto and therebywith 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, (ii) the per diem cost of any audit or collateral evaluation (of not more than $500 per day) of the Agent and (iii) the reasonable costs and expenses of the Lender Parties (including, without limitation, reasonable counsel fees and expenses) in connection with the enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder or thereunder. (b) The Borrower agrees to indemnify and hold harmless the Agent, each Lender Party and its their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each of the foregoing being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, indirect or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, or any act, event or transaction related or attendant to any thereof, (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 8.04(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee. (c) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceeding, the Borrower shall promptly do so, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses of such counsel shall be borne by the Borrower. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.04) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.,

Costs; Expenses; Indemnities. (a) Each of the parties hereto Borrower and Lender shall bear its own expenses (including, without limitation, fees be responsible for all costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it it, respectively in connection with the preparation, negotiation, execution, delivery, administration, modification execution and amendment delivery of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder and the transactions contemplated hereby and thereby. (b) The Borrower agrees to indemnify and hold harmless the Lender and Lender, its Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (each of the foregoing being an “IndemniteeIndemnified Party”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees reasonable fees, expenses and disbursements of counsel to any such IndemniteeIndemnified Party) which may be imposed on, incurred by or asserted against any such Indemnitee Indemnified Party in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee Indemnified Party is a party thereto, whether direct, indirect, or consequential and whether based on any federalFederal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of, in connection with, or as a result of this Agreement(i) the execution or delivery of any of the Loan Documents or any agreement or instrument contemplated thereby, the performance (or non-performance) by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) the Term Loan or the use of the proceeds from the Term Loan, 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 Loan Documenttheory (including negligence by any Indemnified Party); provided that such indemnity shall not, as to any ObligationIndemnified Party, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party or the violation by such Indemnified Party of applicable law. (c) Any Indemnified Party wishing to claim indemnification under this Section 8.03, upon learning of any such indemnifiable claim, shall promptly notify Borrower thereof, but the failure to so notify shall not relieve Borrower of any liability it may have to such Indemnified Party, except to the extent such failure materially prejudices Borrower. In the event of any such threatened or actual indemnifiable claim, (A) Borrower shall have the right to assume the defense thereof, with counsel reasonably acceptable to the Indemnified Party (which acceptance shall not be unreasonably withheld, delayed or conditioned), and Borrower shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Borrower elects not to assume such defense, or any act, event or transaction related or attendant to any thereof, (collectivelycounsel for the Indemnified Party advises that there are issues that raise conflicts of interest between Borrower and the Indemnified Party, the “Indemnified Matters”)Party may retain counsel satisfactory to him or her, and Borrower shall pay all documented fees and expenses of such counsel for the Indemnified Party within twenty (20) Business Days after statements therefor are received; provided, however, that Borrower shall be obligated pursuant to this clause (c) to pay for only one firm of counsel for all Indemnified Parties in connection with an indemnifiable claim (selected by a majority of the applicable Indemnified Parties) in any jurisdiction except to the extent that any two or more Indemnified Parties have a conflict of interest in such claim, and (B) Borrower shall promptly pay expenses in advance of the final disposition of any such threatened or actual claim to each Indemnified Party to the fullest extent permitted by applicable Law, subject to the receipt of an undertaking by such Indemnified Party to repay such expenses if it is ultimately determined that such Indemnified Party is not entitled to be indemnified; provided, however, that Borrower shall not be liable for any settlement effected without its prior written consent (which prior written consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that Borrower shall have any no obligation under this Section 8.04(b) to an Indemnitee with respect hereunder to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct Party when and if a court of that Indemnitee. (c) The Borrower, at the request of any Indemnitee, competent jurisdiction shall have the obligation to defend against such investigation, litigation or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceeding, the Borrower shall promptly do soultimately determine, and such Indemnitee determination shall have the right to have legal counsel of its choice participate in such defensebecome final and non-appealable, and all costs and expenses that indemnification by them of such counsel shall be borne Indemnified Party in the manner contemplated hereby is prohibited by the Borrower. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemniteeapplicable Law. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee Indemnified Party pursuant to this Agreement (including, without limitation, pursuant to this Section 8.048.03) or any other Loan Document shall (i) survive payment of the Obligations Term Loan and (ii) inure to the benefit of any Person who was at any time an Indemnitee Indemnified Party under this Agreement or any other Loan Document.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses The Borrower and each other Loan Party jointly and severally agrees to pay on demand (including, without limitation, fees i) all reasonable costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Agent and the Arranger in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder thereunder, including, without limitation, all fees, out-of-pocket expenses and disbursements of counsel, accountants, appraisers, consultants or industry experts retained by the Agent and the transactions contemplated hereby Arranger with respect thereto, search, filing and therebyrecording fees, due diligence, syndication (including, without limitation, printing, distribution and bank meeting), transportation, computer, duplication, messenger, audit, insurance, appraisal and consultation costs and expenses and, as to the Agent and the Arranger, with respect to advising it as to its rights and responsibilities under this Agreement and the other Loan Documents and (ii) all costs and expenses of the Agent, the Arranger, each Issuer and each Lender (including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Agent, the Arranger, any Issuer or any Lender) in connection with the enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the other Loan Documents. (b) The Borrower agrees to indemnify and hold harmless the Lender Agent, the Arranger, each Issuer and its Affiliateseach Lender, their respective Affiliates and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in ARTICLE III) (each of the foregoing being an “Indemnitee”"INDEMNITEE") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such Indemnitee) which that may be imposed on, incurred by or asserted against any such Indemnitee (including, without limitation, in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise), in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, including, without limitation, (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to Real Property or personal property or natural resources or harm or injury alleged to have resulted from any Release of contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including, without limitation, CERCLA and applicable state property transfer laws, whether, with respect to any of the foregoing, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to any of the foregoing referred to in CLAUSES (i), (ii), (iii) and (iv), to the extent incurred following (A) foreclosure by the Agent or any Lender, or the Agent, any Issuer or any Lender having become the successor in interest to the Borrower or any of its Subsidiaries, and (B) attributable solely to acts of the Agent, such Issuer or such Lender or any agent on behalf of the Agent, such Issuer or such Lender; or (v) the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified "INDEMNIFIED Matters”"); providedPROVIDED, howeverHOWEVER, that the Borrower shall not have any obligation under this Section 8.04(bSECTION 10.4(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, but in no event shall an Indemnitee be liable for punitive, exemplary or consequential damages. (c) If any Lender receives any payment of principal of, or is subject to a conversion of, any Eurodollar Rate Loan other than on the last day of an Interest Period relating to such Loan, as a result of any payment or conversion made by the Borrower or acceleration of the maturity of the Loans pursuant to SECTION 8.2 or for any other reason, the Borrower shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender all amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or conversion, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) The Borrower shall indemnify the Agent, the Issuers and the Lenders for, and hold the Agent, the Issuers and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agent, the Issuers and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement or any of the other Loan Documents. (e) The Agent, each Issuer and each Lender agrees that in the event that any such investigation, litigation or proceeding set forth in PARAGRAPH (b) above is asserted or threatened in writing or instituted against it or any other Indemnitee, or any Remedial Action, is requested of it or any of its officers, directors, agents and employees, for which any Indemnitee may desire indemnity or defense hereunder, such Indemnitee shall promptly notify the Borrower in writing. (f) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceedingproceeding or requested Remedial Action, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s 's choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceedingproceeding or requested Remedial Action, the Borrower shall promptly do so, so and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; PROVIDED, HOWEVER, that in connection with any such investigation, litigation or proceeding or the preparation of a defense with respect thereto, the Borrower shall not be responsible for, or required to hold harmless any Indemnitee from and against the fees and disbursements of more than one counsel for all costs and expenses of the Indemnitees taken together, except to the extent that any such Indemnitee requires its own counsel shall in order to be borne by adequately represented in the Borrowerreasonable judgment of counsel for such Indemnitee. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceedingproceeding or requested Remedial Action, shall vitiate or in any way impair the Borrower’s 's obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (dg) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 8.04SECTION 10.4) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses (including, without limitation, fees The Borrower agrees to pay on demand all costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each the other documents to be delivered hereunder or thereunder, including, without limitation, the specified reasonable fees and out-of-pocket expenses of one counsel to the Managing Agents and the Facility Agents and the Arrangers with respect thereto and with respect to advising the Managing Agents, the Facility Agents and the Arrangers as to their rights and responsibilities under this Agreement, and all costs and expenses of the Managing Agents, the Facility Agents and the Banks (including, without limitation, reasonable counsel fees and expenses) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder and thereunder and the transactions contemplated hereby and therebythereunder. (b) The Borrower agrees to defend, indemnify and hold harmless each of the Lender and its AffiliatesManaging Agents, the Facility Agents, the Arrangers and the Banks and their respective affiliates and their respective directors, officers, employeesattorneys, agents, attorneysemployees, consultants successors and advisors of or to any of the foregoing assigns (each of the foregoing being each, an “Indemnitee”"Indemnified Person") from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, claims, judgments, suits, costs, expenses and disbursements and expenses of any kind or nature whatsoever (including, without limitation, fees and disbursements of counsel to any such Indemniteeof the Managing Agents, the Facility Agents, the Arrangers or the Banks) which may be imposed on, incurred by or asserted or awarded against any such Indemnitee Indemnified Person, in each case arising in any manner of or in connection with or arising out by reason of the Merger, the Merger Agreement, the Tender Offer, this Agreement, the other Loan Documents, the Commitments or any investigationundertakings in connection therewith, litigation or proceedingthe proposed or actual application of the proceeds of the Loans (all of the foregoing collectively, the "Indemnified Liabilities") and will reimburse each Indemnified Person on a current basis for all expenses (including counsel fees as they are incurred by such party) in connection with investigating, preparing or defending any such action, claim or suit, whether or not any in connection with pending or threatened litigation irrespective of whether such Indemnitee Indemnified Person is designated a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, or any act, event or transaction related or attendant to any thereof, (collectively, the “Indemnified Matters”); provided, however, provided that the Borrower shall not have any obligation under this Section 8.04(b) liability hereunder to an Indemnitee any Indemnified Person with respect to any Indemnified Matter caused Liabilities which are determined by or resulting a final and nonappealable judgment of a court of competent jurisdiction to have arisen primarily from the gross negligence or willful misconduct of such Indemnified Person; and provided further, that Indemniteeif the Borrower has determined in good faith that such Indemnified Liabilities were primarily the result of such Indemnified Person's gross negligence or willful misconduct, it shall not be obligated to pay such Indemnified Liabilities until a court of competent jurisdiction has determined whether such Indemnified Person acted with gross negligence or willful misconduct. If for any reason the foregoing indemnification is unavailable to an Indemnified Person or insufficient to hold an Indemnified Person harmless, then the Borrower shall contribute to the amount paid or payable by such Indemnified Person as a result of any Indemnified Liability in such proportion as is appropriate to reflect not only the relative benefits received by the Borrower and each Managing Agent, each Facility Agent, each Arranger and each Bank, but also the relative fault of the Borrower and each Managing Agent, each Facility Agent, each Arranger and each Bank, as well as any other relevant equitable considerations. The foregoing indemnity shall be in addition to any rights that any Indemnified Person may have at common law or otherwise, including, but not limited to, any right to contribution. (c) The BorrowerIf any Bank receives any payment of principal of, at or is subject to a conversion of, any Eurodollar Rate Loan other than on the request last day of an Interest Period relating to such Loan, as a result of any Indemnitee, shall have payment or conversion made by the obligation to defend against such investigation, litigation Borrower or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel acceleration of the Borrower’s choice. In maturity of the event that such Indemnitee requests the Borrower amounts due under this Agreement pursuant to defend against such investigation, litigation Section 10.1 or proceedingfor any other reason, the Borrower shall promptly do soshall, and upon demand by such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses Bank (with a copy of such counsel shall be borne by demand to the Borrower. No action taken by legal counsel chosen by Administrative Agent), pay to the Administrative Agent for the account of such Indemnitee in defending against Bank any amounts required to compensate such investigationBank for any additional losses, litigation costs or proceedingexpenses which it may reasonably incur as a result of such payment or conversion, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant any loss (excluding loss of the margin payable in accordance with Section 4.2 on the amount of principal so paid, or any loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund or maintain such Loan. The foregoing obligations of the Borrower contained in paragraphs (a), (b) and (c) of this Section 8.0412.4, and the obligations of the Borrower contained in Sections 4.5(b) or any other Loan Document and 4.7, shall (i) survive the payment of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan DocumentLoans.

Costs; Expenses; Indemnities. (a) Each Regardless of whether the parties hereto shall bear its own expenses transactions contemplated by this Agreement and other Loan Documents are consummated, the Borrower agrees to pay on demand (including, without limitation, fees i) all out-of-pocket costs and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it Lender in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents (except the Resale Agreement) and each of the other documents to be delivered hereunder and thereunder (excluding any documents delivered in connection with the Resale Agreement), including (A) the fees and out-of-pocket expenses of Weil, Gotshal & Xxxxxx LLP, counsel to the Lender, (B) the fees of accountants, appraisers, consultants or industry experts retained by the Lender, (C) all out-of-pocket expenses incurred by the Lender in connection with the taking and perfection of security interests and Liens against the Collateral and obtaining any Mortgage Related Documents (including fees and expenses for doing and updating title and Lien searches, surveys, title commitment and insurance costs and corporate search fees), and (D) all filings and recording fees and all transportation and audit and field exam costs and expenses, and (ii) all costs and expenses of the Lender in connection with the restructuring, workout or enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the transactions contemplated hereby and therebyother Loan Documents (except the Resale Agreement). (b) The Regardless of whether the transactions contemplated by this Agreement and the other Loan Documents are consummated, the Borrower agrees to indemnify and hold harmless the Lender and its Affiliates, and the directors, members, partners, shareholders, 63 officers, employees, agentslenders, attorneys, consultants and investment and other advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each of the foregoing being an “"Indemnitee”") from and ----------- ---------- against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, including reasonable fees and disbursements of counsel to any such Indemnitee, whether or not suit is brought) which at any time may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether or not resulting from third party claims, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan DocumentDocument (except the Resale Agreement), any Obligation, Obligation or any act, event or transaction related or attendant to any thereof, including (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of the foregoing, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure except, with respect to any of the foregoing referred to in clauses (i), (ii), (iii) and (iv), to the extent incurred following (A) foreclosure by the Lender, or the Lender having become the successor in interest to the Borrower or any of its Subsidiaries, and (B) attributable solely to acts of the Lender or any agent on behalf of the Lender; (v) the use or intended use of the proceeds of the Term Loan or in connection with any investigation of any potential matter covered hereby or (vi) the administration of the Term Loan hereunder (collectively, the “"Indemnified Matters”"); provided, however, that the ------------------- -------- ------- Borrower shall not have any obligation under this Section 8.04(b9.4(b) to an Indemnitee with respect to any Indemnified Matter caused by or directly resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. All amounts payable under this Section 9.4(b) shall be due and payable on written -------------- demand therefor. (c) The Borrower shall indemnify the Lender for, and hold the Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Lender for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement. (d) The Lender agrees that in the event that any such investigation, litigation or proceeding set forth in subparagraph (b) above is asserted or threatened in writing or instituted against it or any other Indemnitee, or any Remedial Action, is requested of it or any of its officers, directors, agents and employees, for which any Indemnitee may desire indemnity or defense hereunder, such Indemnitee shall promptly notify the Borrower in writing. (e) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceedingproceeding or requested Remedial Action, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s 's choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceedingproceeding or requested Remedial Action, the Borrower shall promptly do so, so and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses of such counsel shall be borne by the Borrower. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceedingproceeding or requested Remedial Action, shall vitiate or in any way impair the Borrower’s 's obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (df) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, including pursuant to this Section 8.049.4) or any other Loan Document (except the Resale Agreement) shall ----------- (i) survive and remain operative and in full force and effect regardless of the occurrence of the Termination Date, the consummation of the transactions contemplated hereby, the repayment of the Term Loan, the invalidity or unenforceability of any term or provision of this Agreement or the Note, any investigation made by or on behalf of the Lender and the payment in full of the Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan DocumentDocument (except the Resale Agreement).