Common use of Expenses and Indemnification Clause in Contracts

Expenses and Indemnification. (a) The Company agrees to promptly pay, whether or not any Revolving Loan is made or any Letter of Credit is issued hereunder; (i) the reasonable fees and disbursements of Cravath, Swaine & Xxxxx in connection with the negotiation of this Agreement and preparation for the initial borrowing hereunder; (ii) all reasonable expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of my Letter of Credit or any demand for payment thereunder and (iii) costs of collection or enforcement incurred by the Administrative Agent and any Issuing Bank or Lender (including allocated costs for in-house legal services and reasonable counsel fees) in connection with any Event of Default or any effort to collect sums past due hereunder (including in connection with any "workout" or restructuring regarding the Revolving Loans, and including in any Insolvency Proceeding or appellate proceedings). (b) Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent or any Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified Liabilities (as defined below); provided, however, that no Lender shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Liabilities to the extent that they are found by a final decision of a court of competent jurisdiction to have resulted solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section 9.02 shall survive the termination of this Agreement and/or the repayment of Revolving Loans. (c) The Company shall indemnify and hold harmless the Administrative Agent, the Issuing Banks, the Lenders, and their respective directors, officers, agents, and employees (the "Indemnitees") from and against all losses, claims, damages, expenses, or liabilities (collectively, the "Claims"), including but not limited to legal (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel involved in the evaluation, defense or settlement of any Claims) or other expenses incurred in the evaluation, defense or settlement of any Claims that arise out of, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the transactions contemplated hereby, (ii) any Revolving Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Claims arising from or in connection with any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries(all of the foregoing collectively, the "Indemnified Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee. This indemnity shall not apply to claims by a Lender (including the Administrative Agent or their respective Administrative Agent-Related Persons) against another Lender (including Administrative Agent or its respective Administrative Agent-Related Persons).

Expenses and Indemnification. The Borrower shall (a) The Company agrees to promptly paypay or reimburse the Facility Agent for all its reasonable and documented out of pocket costs and expenses incurred in connection with the development, whether preparation and execution of, and any amendment, supplement or not modification to, the Finance Documents and any Revolving Loan is made other documents prepared in connection herewith or any Letter therewith, and the consummation and administration of Credit is issued hereunder; (i) the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Cravathcounsel to the Facility Agent and filing and recording fees and expenses, Swaine & Xxxxx with statements with respect to the foregoing to be submitted to the Borrower prior to the Drawdown Date (in the case of amounts to be paid on the Drawdown Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Facility Agent shall deem appropriate, (b) pay or reimburse each Lender and the Facility Agent for all its reasonable and documented costs and expenses incurred in connection with the negotiation enforcement or preservation of this Agreement any rights under the Finance Documents and preparation for any such other documents, including the initial borrowing hereunder; fees and disbursements of one counsel to the Lenders and the Facility Agent, (iic) pay, indemnify, and hold each Lender and the Facility Agent harmless from, any and all reasonable expenses incurred by each Issuing Bank recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the issuanceexecution and delivery of, amendment, renewal or extension consummation or administration of my Letter any of Credit or any demand for payment thereunder and (iii) costs of collection or enforcement incurred by the Administrative Agent and any Issuing Bank or Lender (including allocated costs for in-house legal services and reasonable counsel fees) in connection with any Event of Default or any effort to collect sums past due hereunder (including in connection with any "workout" or restructuring regarding the Revolving Loans, and including in any Insolvency Proceeding or appellate proceedings). (b) Whether or not the transactions contemplated hereby are consummatedby, the Lenders shall indemnify upon demand the Administrative Agent or any Administrative Agent-Related Persons (to the extent not reimbursed by amendment, supplement or on behalf modification of, or any waiver or consent under or in respect of the Company Finance Documents and without limiting any such other documents, and (d) pay, indemnify, and hold each Lender and the obligation of the Company to do so)Facility Agent and their respective officers, pro ratadirectors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all Indemnified Liabilities (as defined below); providedother liabilities, howeverobligations, that no Lender shall be liable for the payment losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the Administrative Agent-Related Persons execution, delivery, enforcement, performance and administration of the Finance Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Facility or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any portion of such MAPL and the other Guarantors or any of its Assets and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Finance Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent that they such Indemnified Liabilities are found by a final decision of a court of competent jurisdiction to have resulted solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section 9.02 shall survive the termination of this Agreement and/or the repayment of Revolving Loans. (c) The Company shall indemnify and hold harmless the Administrative Agent, the Issuing Banks, the Lenders, and their respective directors, officers, agents, and employees (the "Indemnitees") from and against all losses, claims, damages, expenses, or liabilities (collectively, the "Claims"), including but not limited to legal (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel involved in the evaluation, defense or settlement of any Claims) or other expenses incurred in the evaluation, defense or settlement of any Claims that arise out of, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the transactions contemplated hereby, (ii) any Revolving Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Claims arising from or in connection with any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries(all of the foregoing collectively, the "Indemnified Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee. This indemnity All amounts due under this provision shall be payable not apply later than 10 days after written demand therefor. The agreements in this provision shall survive repayment of the Facility and all other amounts payable thereunder. Governing Law New York law (or appropriate local law in the case of Security) and submission to claims New York courts. Each party to the Facility will waive any right to trial by jury. Set forth below is a Lender (including summary of certain defined terms used in the Administrative Agent or their respective Administrative Agent-Related Persons) against another Lender (including Administrative Agent or its respective Administrative Agent-Related Persons)Term Sheet.

Expenses and Indemnification. (a) The Company agrees to promptly Borrower shall pay, whether or not any Revolving Loan is made or any Letter of Credit is issued hereunder; (i) if the reasonable fees and disbursements of CravathClosing Date occurs, Swaine & Xxxxx in connection with the negotiation of this Agreement and preparation for the initial borrowing hereunder; (ii) all reasonable expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal and documented or extension of my Letter of Credit or any demand for payment thereunder and (iii) costs of collection or enforcement incurred by the Administrative Agent and any Issuing Bank or Lender (including allocated costs for in-house legal services and reasonable counsel fees) in connection with any Event of Default or any effort to collect sums past due hereunder (including in connection with any "workout" or restructuring regarding the Revolving Loans, and including in any Insolvency Proceeding or appellate proceedings). (b) Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent or any Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified Liabilities (as defined below); provided, however, that no Lender shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Liabilities to the extent that they are found by a final decision of a court of competent jurisdiction to have resulted solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or invoiced out-of-pocket costs and expenses (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel) incurred by the Administrative Agent in connection and the Commitment Parties (without duplication) associated with the syndication of the Bridge Facility and the preparation, execution, execution and delivery, administration, amendment, modification, amendment or waiver and/or enforcement of the Bridge Facility Documentation (whether through negotiationslimited, in the case of (i) legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, or any document contemplated by or referred to hereinfees and expenses, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf reasonable, documented and invoiced fees, disbursements and other charges of the Companyone counsel identified herein and, if necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnified Parties (and, in the case of an actual conflict of interest, one additional conflicts counsel for the affected Indemnified Parties) and (ii) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, disbursements and other charges of such advisor or consultant, but solely to the extent the Borrower has consented to the retention of such person (such consent not to be unreasonably withheld or delayed)). The undertaking in this Section 9.02 shall survive the termination of this Agreement and/or the repayment of Revolving Loans. (c) The Company shall Borrower will indemnify and hold harmless the Administrative Agent, the Issuing BanksCommitment Parties, the LendersLenders and their affiliates, and their respective the officers, directors, officersemployees, advisors, agents, controlling parties and employees other representatives and their successors and permitted assigns of each of the foregoing (collectively, the "Indemnitees") “Indemnified Parties” and each individually, an “Indemnified Party”), and hold them harmless from and against all losses, claims, damages, expenses, liabilities and reasonable and documented or liabilities (collectively, the "Claims"), including but not limited to legal (including all invoiced out-of-pocket fees and disbursements of any law firm or other external counselexpenses (limited, the allocated cost of internal legal services and all disbursements of internal counsel involved in the evaluation, defense or settlement of any Claims) or other expenses incurred in the evaluation, defense or settlement of any Claims that arise out of, or as a result case of (i) legal fees and expenses, to the execution or delivery reasonable, documented and invoiced fees, disbursements and other charges of the one counsel identified herein and, if necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnified Parties (and, in the case of an actual conflict of interest, one additional conflicts counsel for the affected Indemnified Parties) and (ii) the fees and expenses of any Loan Document other advisor or consultant, to the reasonable, documented and invoiced fees, disbursements and other charges of such advisor or consultant, but solely to the extent the Borrower has consented to the retention of such person (such consent not to be unreasonably withheld or delayed)) of any such Indemnified Party arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnified Party is a party thereto and whether or not such proceedings are brought by the Borrower, its equity holders, its affiliates, creditors or any other agreement or instrument third person) that relates to the Transactions, including the financing contemplated hereby; provided that no indemnified person will be indemnified for any loss, the performance by the parties claim, damage, liability, cost or expense to the Loan Documents extent it has resulted from (i) the gross negligence, bad faith or willful misconduct of their respective obligations thereunder such person or any of its affiliates or controlling persons or any of the transactions contemplated herebyofficers, directors, employees, advisors, agents or members of any of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by any Revolving Loan such person or Letter one of Credit its affiliates (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) disputes between and among indemnified persons (other than in connection with a Commitment Party acting in its capacity as a Bridge Lead Arranger or Administrative Agent or any other agent or co-agent (if any) designated by the Bridge Lead Arranger, in each case in their respective capacities as such) that do not involve an act or omission by the direct parent of Borrower, the Borrower or its restricted subsidiaries. Notwithstanding any other provision herein, no party hereto nor any affiliate of any party hereto, nor any officer, director, employee, agent, controlling person, advisor or other representative of the foregoing or any successor or permitted assign of any of the foregoing shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with the Term Sheets, the Fee Letter, the Facilities Documentation, the Transactions (including the Facilities and the use of proceeds thereunder), or with respect to any activities related to the proceeds therefrom (Facilities, including the preparation of this Commitment Letter, the Fee Letter and the Facilities Documentation; provided that nothing contained in this sentence shall limit your indemnity and reimbursement obligations to the extent set forth in the immediately preceding paragraph in respect of any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented third party claims alleging such indirect, special, punitive or consequential damages in connection with which such demand do Indemnified Party is entitled to indemnification hereunder. Notwithstanding the foregoing, each Indemnified Party will be obligated to refund and return promptly any and all amounts paid by you under the immediately preceding paragraph to the extent it has been determined by a court of competent jurisdiction in a final and non-appealable decision that such Indemnified Party is not strictly comply entitled to payment of such amounts in accordance with the terms hereof. The Borrower shall not be liable for any settlement of such Letter of Creditany claim, litigation, investigation or proceeding effected without its consent (which consent shall not be unreasonably withheld or delayed), (iii) any Claims arising from or in connection but if settled with any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related Borrower’s written consent in any way to the Company such claim, litigation, investigation or any of its Subsidiaries(all of the foregoing collectivelyproceeding, the "Borrower agrees to indemnify and hold harmless each Indemnified Liabilities"); provided that such indemnity shall not, as to Party from and against any Indemnitee, be available to the extent that such and all losses, claims, damages, liabilities or related and expenses resulted from the gross negligence or willful misconduct by reason of such Indemniteesettlement in accordance with the preceding paragraph. This indemnity The Borrower shall not, without the prior written consent of the applicable Indemnified Party (which consent shall not apply be unreasonably withheld, delayed or conditioned), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Party unless (a) such settlement includes a full and unconditional release of such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party from all liability on claims that are the subject matter of such claim, litigation, investigation or proceeding and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by a Lender (including or on behalf of such Indemnified Party. In case any claim, litigation, investigation or proceeding is instituted involving any Indemnified Party for which indemnification is to be sought hereunder by such Indemnified Party, then such Indemnified Party will promptly notify the Borrower of the commencement of any such claim, litigation, investigation or proceeding; provided, however, that the failure to so notify the Borrower will not relieve the Borrower from any liability that it may have to such Indemnified Party pursuant to this “Expenses and Indemnification” section or from any liability that the Borrower may have to such Indemnified Party other than pursuant to this “Expenses and Indemnification” section, except to the extent that the Borrower is materially prejudiced by such failure. In connection with any one claim, litigation, investigation or proceeding, the Borrower will not be responsible for the fees and expenses of more than one separate law firm for all Indemnified Parties plus additional conflicts and local counsel as provided herein. Governing Law and Forum: New York. Counsel to the Bridge Administrative Agent or their respective Administrative Agent-Related Persons) against another Lender and Bridge Lead Arranger: Xxxxxx Xxxxxx & Xxxxxxx LLP. Maturity: The Extended Term Loans will mature on the date that is eight (including Administrative Agent or its respective Administrative Agent-Related Persons)8) years after the Closing Date.

Expenses and Indemnification. (a) The Company agrees to promptly Borrowers shall pay, whether or not any Revolving Loan is made or any Letter on demand, all reasonable expenses of Credit is issued hereunder; (i) the reasonable fees Agent and disbursements of Cravath, Swaine & Xxxxx the Lenders in connection with the negotiation preparation, administration, default, collection, waiver or amendment of this Agreement, any other Lender Agreement and preparation for the initial borrowing hereunder; (ii) all reasonable expenses incurred by each Issuing Bank or any other loan terms, or in connection with the issuanceAgent's and the Lenders' exercise, amendmentpreservation or enforcement of any of its rights, renewal remedies or extension options hereunder or under any other Lender Agreement, including, without limitation, fees of my Letter the Agent's outside legal counsel, Goodwin Procter XXX, xees of Credit local counsel, and accounting, and other similar professional fees or expenses, and any fees or expenses associated with travel and other costs relating to any appraisals or examinations reasonably conducted in connection with the credits extended hereunder or any demand for payment thereunder Credit Security therefor. In addition, if an Event of Default has occurred and (iii) is continuing, the Borrowers shall pay, on demand, the allocated costs of collection or enforcement incurred by the Administrative Agent and any Issuing Bank or Lender (including allocated costs for in-house legal services counsel and reasonable counsel fees) consulting fees and expenses reasonably incurred by the Agent in connection with preservation or enforcement of any Event of Default its rights, remedies or options hereunder or under any other Lender Agreement. Subject to Section 4.7, the Borrowers also agree to pay any present or future stamp or documentary taxes or any effort to collect sums past due hereunder (including in connection other excise or property taxes, charges or similar levies which arise from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes, or any "workout" or restructuring regarding the Revolving Loans, and including in any Insolvency Proceeding or appellate proceedings)other Lender Agreement. (b) Whether Without limitation of any other obligation or not liability of the transactions contemplated hereby are consummatedLoan Parties or right or remedy of the Agent or the Lenders contained herein, the Lenders shall Loan Parties hereby covenant and agree to indemnify upon demand and hold the Administrative Agent, the Lenders, and the directors, officers, subsidiaries, shareholders, agents, affiliates and Persons controlling the Agent or any Administrative Agent-Related Persons (to and the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so)Lenders, pro rata, harmless from and against any and all Indemnified Liabilities (as defined below); provideddamages, howeverlosses, that no Lender shall settlement payments, obligations, liabilities, claims, including, without limitation, claims for finder's or broker's fees, actions or causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be liable for the payment paid by any such indemnified party in each case by reason of or resulting from any claim relating to the Administrative Agent-Related Persons of transactions contemplated hereby, other than any portion of such Indemnified Liabilities to the extent that they claims which are found determined by a final decision final, non-appealable judgment or order of a court of competent jurisdiction to have resulted solely from such Person's gross negligence or willful misconduct. Without limitation of be the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section 9.02 shall survive the termination of this Agreement and/or the repayment of Revolving Loans. (c) The Company shall indemnify and hold harmless the Administrative Agent, the Issuing Banks, the Lenders, and their respective directors, officers, agents, and employees (the "Indemnitees") from and against all losses, claims, damages, expenses, or liabilities (collectively, the "Claims"), including but not limited to legal (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel involved in the evaluation, defense or settlement of any Claims) or other expenses incurred in the evaluation, defense or settlement of any Claims that arise out of, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the transactions contemplated hereby, (ii) any Revolving Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Claims arising from or in connection with any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries(all of the foregoing collectively, the "Indemnified Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemniteeindemnified party. This indemnity Promptly upon receipt by any indemnified party hereunder of notice of the commencement of any action against such indemnified party for which a claim is to be made against the Loan Parties hereunder, such indemnified party shall notify the Loan Parties in writing of the commencement thereof, although the failure to provide such notice shall not apply affect the indemnification rights of any such indemnified party hereunder. The Loan Parties shall have the right, at its option upon notice to claims the indemnified parties, to defend any such matter at its own expense and with its own counsel, except as provided below, which counsel must be reasonably acceptable to the indemnified parties. The indemnified party shall cooperate with the Loan Parties in the defense of such matter. The indemnified party shall have the right to employ separate counsel and to participate in the defense of such matter at its own expense. In the event that (a) the employment of separate counsel by a Lender an indemnified party has been authorized in writing by the Loan Parties, (b) the Loan Parties have failed to assume the defense of such matter within fifteen (15) days of notice thereof from the indemnified party, or (c) the named parties to any such action (including impleaded parties) include any indemnified party who has been advised by counsel that there may be one or more legal defenses available to it or prospective bases for liability against it, which are different from those available to or against the Administrative Agent Loan Parties, then the Loan Parties shall not have the right to assume the defense of such matter with respect to such indemnified party. The Loan Parties shall not compromise or their respective Administrative Agent-Related Personssettle any such matter against an indemnified party without the written consent of the indemnified party, which consent may not be unreasonably withheld or delayed. (c) against another Lender All amounts payable by the Loan Parties under this Section 11.5 shall, until paid, bear interest at the rate applicable to Base Rate Loans hereunder (including Administrative Agent or its respective Administrative Agent-Related Persons)any default rate) and be an obligation secured by any Credit Security.

Expenses and Indemnification. (a) The Company agrees to promptly pay, whether Borrower and each Guarantor shall jointly and severally pay or not any Revolving reimburse the DIP Term Loan is made or any Letter of Credit is issued hereunder; (i) Agent and the reasonable fees and disbursements of Cravath, Swaine & Xxxxx in connection with the negotiation of this Agreement and preparation DIP Term Loan Lenders for the initial borrowing hereunder; (ii) all reasonable expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of my Letter of Credit or any demand for payment thereunder and (iii) costs of collection or enforcement incurred by the Administrative Agent and any Issuing Bank or Lender (including allocated costs for in-house legal services and reasonable counsel fees) in connection with any Event of Default or any effort to collect sums past due hereunder (including in connection with any "workout" or restructuring regarding the Revolving Loans, and including in any Insolvency Proceeding or appellate proceedings). (b) Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent or any Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified Liabilities (as defined below); provided, however, that no Lender shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Liabilities to the extent that they are found by a final decision of a court of competent jurisdiction to have resulted solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or documented out-of-pocket costs and expenses (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel) incurred by the Administrative DIP Term Loan Agent and DIP Term Loan Lenders, including the fees and expenses of professional advisors (limited to (i) in case of legal expenses, to the reasonable and documented attorneys’ fees, disbursements, and expenses of Faegre Drinker Bxxxxx & Rxxxx LL, counsel to the DIP Term Loan Agent and Pxxx, Wxxxx, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel to the Ad Hoc Group and, to the extent reasonably necessary, one firm to serve as local counsel for the applicable parties or groups in connection with the preparationChapter 11 Cases and (ii) the reasonable and documented fees of Hxxxxxxx Lxxxx, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwiseInc. and Accordion Partners LLC) of, or legal advice in respect of rights or responsibilities under, this Agreement, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section 9.02 shall survive the termination of this Agreement and/or the repayment of Revolving Loans. (c) The Company shall indemnify and hold harmless the Administrative Agent, the Issuing Banks, the Lenders, and their respective directors, officers, agents, and employees (the "Indemnitees") from and against all losses, claims, damages, expenses, or liabilities (collectively, the "Claims"), including but not limited to legal (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel involved in the evaluation, defense or settlement of any Claims) or other expenses incurred in the evaluation, defense or settlement of any Claims that arise out of, or as a result of connection with (i) the preparation, negotiation, and execution of the DIP Term Loan Documents, the Restructuring Support Agreement, the Plan and all documents related to the foregoing; (ii) the funding of the DIP Term Loans; (iii) the creation, perfection or delivery protection of the liens under the DIP Term Loan Documents (including all search, filing, and recording fees); and (iv) the on-going Chapter 11 Cases as well as the administration of the DIP Term Loan Documents (including the preparation, negotiation, and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto). The Borrower and each Guarantor further agree to jointly and severally pay or reimburse the DIP Term Loan Document Agent and the DIP Term Loan Lenders for all reasonable and documented out-of-pocket costs and expenses (limited, in case of legal expenses, to the reasonable and documented attorneys’ fees and expenses of the counsel named above for the applicable parties or groups and any other agreement local counsel for the applicable parties or instrument contemplated herebygroups for each jurisdiction to the extent advisable or otherwise (a) one primary counsel for the DIP Term Loan Agent, (b) one primary counsel to the performance DIP Term Loan Lenders taken as a whole (and additional conflict counsel for similarly situated DIP Term Loan Lenders as a group) and (c) one local counsel for each relevant jurisdiction), incurred by the parties to DIP Term Loan Agent or such DIP Term Loan Lender in connection with (i) the enforcement of the DIP Term Loan Documents of their respective obligations thereunder or the transactions contemplated hereby, Documents; (ii) any Revolving Loan refinancing or Letter of Credit or the use restructuring of the proceeds therefrom (including any refusal by DIP Term Loan Facility in the Issuing Bank to honor nature of a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), “work-out”; and (iii) any Claims legal proceeding relating to or arising from out of the DIP Term Loan Facility or in connection with any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated the other transactions contemplated by the Company or any DIP Term Loan Documents, subject to customary carve-outs. The DIP Term Loan Documents will contain customary indemnification provisions (including coverage of its Subsidiariesenvironmental liabilities) by the Borrower and each Guarantor (jointly and severally) in favor of the DIP Term Loan Agent, or any Environmental Liability related in any way to each DIP Term Loan Lender and each of their respective affiliates, successors, and assigns and the Company or any respective officers, directors, partners, managers, employees, agents (including sub-agents and co-agents), advisors, attorneys-in-fact, trustees, controlling persons, and members of its Subsidiaries(all each of the foregoing collectivelyand attorneys and representatives of each of the foregoing, the "Indemnified Liabilities"); provided that such indemnity shall not, as subject to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee. This indemnity shall not apply to claims by a Lender (including the Administrative Agent or their respective Administrative Agentcustomary carve-Related Persons) against another Lender (including Administrative Agent or its respective Administrative Agent-Related Persons)outs.

Expenses and Indemnification. If the Closing Date occurs, the Borrower shall pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and, in the case of clause (ax) The Company agrees below, Xxxxxx Xxxxxxx and, in the case of clause (y) below, the Commitment Parties (in each case, without duplication and promptly after a written demand therefor, together with backup documentation supporting such reimbursement request, except with respect to promptly pay, whether or not any Revolving Loan is made or any Letter of Credit is issued hereunder; reimbursements payable on the Closing Date) associated with (ix) the reasonable fees preparation, execution and disbursements of Cravath, Swaine & Xxxxx in connection with the negotiation of this Agreement and preparation for the initial borrowing hereunder; (ii) all reasonable expenses incurred by each Issuing Bank in connection with the issuancedelivery, amendment, renewal modification, waiver and/or (y) enforcement of the Facilities Documentation (including, in any case, the reasonable and documented legal fees of a single firm of counsel (which shall be the counsel identified herein until the Closing Date) (and in the case of any actual or extension perceived conflict of my Letter of Credit or any demand interests, one additional counsel for payment thereunder and the affected Lender(s) taken as a whole), and, if necessary, a single local counsel in each appropriate jurisdiction (iii) costs of collection or enforcement incurred by which may include a single special counsel acting in multiple jurisdictions)). The Borrower will indemnify the Administrative Agent and any Issuing Bank or Lender (including allocated costs for in-house legal services and reasonable counsel fees) in connection with any Event of Default or any effort to collect sums past due hereunder (including in connection with any "workout" or restructuring regarding Agent, the Revolving Loans, and including in any Insolvency Proceeding or appellate proceedings). (b) Whether or not the transactions contemplated hereby are consummatedCommitment Parties, the Lenders shall indemnify upon demand and their affiliates (without duplication) and the Administrative Agent or any Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf officers, directors, employees, advisors, agents, controlling persons, equityholders, partners, members and other representatives and their respective successors and permitted assigns of each of the Company and without limiting the obligation of the Company to do so), pro rataforegoing, from and against any and all Indemnified Liabilities (as defined below); provided, however, that no Lender shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Liabilities to the extent that they are found by a final decision of a court of competent jurisdiction to have resulted solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section 9.02 shall survive the termination of this Agreement and/or the repayment of Revolving Loans. (c) The Company shall indemnify and hold harmless the Administrative Agent, the Issuing Banks, the Lenders, and their respective directors, officers, agents, and employees (the "Indemnitees") from and against all losses, claims, damages, expenses, or liabilities (collectively, the "Claims"), including but not limited to legal (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel involved in the evaluation, defense or settlement of any Claims) or other expenses incurred in the evaluation, defense or settlement of any Claims that arise out of, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the transactions contemplated hereby, (ii) any Revolving Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Claims arising from or in connection with any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries(all of the foregoing collectively, the "Indemnified Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and reasonable and documented out-of-pocket fees and expenses (limited to reasonable and documented legal fees of a single firm of counsel for all indemnified parties, taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all indemnified parties taken as a whole (and, in the case of an actual or related expenses perceived conflict of interest, where the indemnified person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each group of affected indemnified persons similarly situated, taken as a whole)) of any such indemnified person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such indemnified person is a party thereto and whether or not such proceedings are brought by the Borrower, its equityholders, its affiliates, creditors or any other third person) that relates to the Transactions, including the financing contemplated hereby; provided that no indemnified person will be indemnified for any loss, claim, damage, liability, cost or expense to the extent (a) it has been determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from (i) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee. This indemnity shall indemnified person or any of its affiliates or controlling persons or any of the equityholders, officers, directors, employees, partners, members, agents, advisors or other representatives of any of the foregoing or (ii) a material breach of the obligations of such indemnified person or any of its affiliates under the Facilities Documentation or (b) any proceeding between and among indemnified persons that do not apply to claims involve an act or omission by a Lender (including the Administrative Agent or their respective Administrative Agent-Related Persons) against another Lender (including Administrative Agent Borrower or its respective Administrative Agent-Related Personssubsidiaries (other than claims against any Commitment Party in its capacity or in fulfilling its role as the agent or arranger or any other similar role under the Credit Facilities (excluding its role as a Lender)).

Expenses and Indemnification. All reasonable and documented out-of-pocket ---------------------------- expenses (a) The Company agrees including but not limited to promptly pay, whether or not any Revolving Loan is made or any Letter of Credit is issued hereunder; (i) the reasonable legal fees and disbursements expenses of Cravathnot more than one counsel plus, Swaine & Xxxxx if necessary, one local counsel per jurisdiction and reasonable expenses incurred in connection with the negotiation due diligence and travel, courier, reproduction, printing and delivery expenses) of this Agreement and preparation for the initial borrowing hereunder; (ii) all reasonable expenses incurred by each Issuing Bank in connection Lender associated with the issuancepreparation, execution and delivery, administration, amendment, renewal waiver or extension of my Letter of Credit or any demand for payment thereunder and (iii) costs of collection or enforcement incurred by the Administrative Agent and any Issuing Bank or Lender modification (including allocated costs for in-house legal services and reasonable counsel feesproposed amendments, waivers or modifications) in connection with any Event of Default or any effort to collect sums past due hereunder (including in connection with any "workout" or restructuring regarding the Revolving Loans, and including in any Insolvency Proceeding or appellate proceedings). (b) Whether or not the transactions documentation contemplated hereby are consummatedto be paid by Holdings on and after Closing Date, the Lenders shall indemnify upon demand the Administrative Agent or any Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company if it occurs. In addition, all reasonable and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified Liabilities (as defined below); provided, however, that no Lender shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Liabilities to the extent that they are found by a final decision of a court of competent jurisdiction to have resulted solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or documented out-of-pocket expenses (including all but not limited to reasonable legal fees and disbursements expenses of any law firm or other external counselnot more than one counsel plus, if necessary, one local counsel per jurisdiction) of the allocated cost of internal legal services Lender for workout proceedings, enforcement costs and all disbursements of internal counsel) incurred by the Administrative Agent in connection documentary taxes associated with the preparationUnsecured Term Loan Facility are to be paid by Holdings. Holdings will indemnify the Lender, executionand its affiliates, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section 9.02 shall survive the termination of this Agreement and/or the repayment of Revolving Loans. (c) The Company shall indemnify and hold them harmless the Administrative Agent, the Issuing Banks, the Lenders, and their respective directors, officers, agents, and employees (the "Indemnitees") from and against all lossesreasonable and documented out-of-pocket costs, claims, damages, expenses, or liabilities expenses (collectively, the "Claims"), including but not limited to reasonable legal (including all fees and disbursements expenses of not more than one counsel plus, if necessary, one local counsel per jurisdiction) and liabilities arising out of or relating to any law firm action, investigation, suit or other external counsel, proceeding relating to or arising out of the allocated cost of internal legal services Transactions and all disbursements of internal counsel involved in the evaluation, defense any actual or settlement of any Claims) or other expenses incurred in the evaluation, defense or settlement of any Claims that arise out of, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the transactions contemplated hereby, (ii) any Revolving Loan or Letter of Credit or the proposed use of the proceeds therefrom (including of any refusal loans made under the Unsecured Term Loan Facility; provided, however, that no such person will be indemnified for costs, expenses or liabilities to the extent determined to have been incurred by reason of the Issuing Bank to honor a demand for payment under a Letter gross negligence, bad faith or willful misconduct of, or breach of Credit if the documents presented in connection with Loan Documentation by, such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Claims arising from or in connection with any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company person or any of its Subsidiariesaffiliates, or any Environmental Liability related in any way to the Company directors, officers, employees, advisors or agents or any of its Subsidiaries(all them. Requisite Lenders: Lenders holding more than 50% of the foregoing collectively----------------- aggregate amount of the Unsecured Term Loan Facility with the consent of each lender directly and adversely affected thereby to be required with respect to (a) reductions in the unpaid principal amount or extensions of the date for any payment of any loan, (b) reductions in interest rates or fees or extensions of the "Indemnified Liabilities")dates for payment thereof, (c) increases in the amounts or extensions of the expiry date of any commitments, and (d) modifications to any of the voting requirements. The consent of the Lender will be required with respect to any amendment adversely affecting the rights or obligations thereof. It is hereby understood and agreed that amendments to financial definitions will require the consent of lenders holding no more than a majority of total loans and commitments. In the event Holdings permits an assignment of a portion of the Unsecured Term Loans, Holdings will have the right to replace or prepay any lender who does not consent to any amendment or waiver requiring the consent of such lender but approved by the Requisite Lenders; provided that Holdings has satisfied all of the outstanding obligations owing to such indemnity shall not, as to any Indemnitee, be available to lender under the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee. This indemnity shall not apply to claims by a Lender (including the Administrative Agent or their respective Administrative Agent-Related Persons) against another Lender (including Administrative Agent or its respective Administrative Agent-Related Persons)Unsecured Term Loan Facility.

Expenses and Indemnification. (a) The Company agrees Borrowers agree to promptly pay, whether or not any Revolving Loan is made or any Letter of Credit is issued hereunder; (i) the reasonable fees and disbursements of Cravath, Swaine & Xxxxx in connection with the negotiation of this Agreement and preparation for the initial borrowing hereunder; (ii) pay all reasonable expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of my Letter of Credit or any demand for payment thereunder and (iii) costs of collection or enforcement incurred by the Administrative Agent and any Issuing Bank or Lender (including allocated costs for in-house legal services and reasonable counsel fees) in connection with any Event of Default or any effort to collect sums past due hereunder (including in connection with any "workout" or restructuring regarding the Revolving Loans, and including in any Insolvency Proceeding or appellate proceedings). (b) Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent or any Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified Liabilities (as defined below); provided, however, that no Lender shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Liabilities to the extent that they are found by a final decision of a court of competent jurisdiction to have resulted solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including all fees and disbursements x) of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel) Agent incurred by the Administrative Agent in connection with the development, preparation, execution, delivery, administrationenforcement, modificationassignment, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect participation and administration of rights or responsibilities under, this Agreement, and the other Loan Documents and any and all amendments, supplements or waivers hereto or thereto and the Notes and the making and repayment of the Revolving Loans and the issuance of Letters of Credit and the payment of interest, including, without limitation, the reasonable fees and expenses of Cahill Gordon & Reindel, special counsel for the Lenders axx xxx Xxxxx and xx Xxxche Eschenlohr Peltzer Riesenkampff Fischotter, special Xxxxxn counsel fox xxx Xenders and the Agent in each case reasonably promptly upon being furnished an invoice and (y) of each Lender incurred in connection with the enforcement of any of the foregoing, including, without limitation, the reasonable fees and expenses of any counsel for any of the Lenders and the Agent. In addition, the Company agrees to pay, and to save the Agent and the Lenders harmless from all liability for, any stamp or other documentary taxes that may be payable in connection with the Company's or the German Borrower's execution, delivery or performance of this Agreement, its borrowings hereunder, or its issuance of the Notes or of any other instruments or documents provided for herein or delivered or to be delivered by either of them hereunder or any document contemplated by other Loan Document or referred to herein, to the extent that the Administrative Agent is not reimbursed in connection herewith or thereunder. All obligations provided for such expenses by or on behalf of the Company. The undertaking in this Section 9.02 11.3 shall survive the any termination of this Agreement and/or the repayment of Revolving Loans. (c) Agreement. The Company shall indemnify agrees to indemnify, defend and hold the Agent and each of the Lenders harmless the Administrative Agent, the Issuing Banks, the Lenders, and their respective directors, officers, agents, and employees (the "Indemnitees") from and against all losses, claims, damages, expenses, or liabilities (collectively, the "Claims"), including but not limited to legal (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements liability (including, without limitation, excise tax, interest, penalties and all reasonable attorneys' fees) to which the Agent or any of internal counsel involved the Lenders may become subject insofar as such excise tax or liability arises out of or is based upon a suit or proceeding or governmental action brought or taken in connection with the evaluationuse of the proceeds of the Revolving Loans made to the Borrower, defense whether the Agent or settlement of any Claims) such Lender is a party thereto or other expenses incurred in is otherwise required to respond thereto; provided that the evaluation, defense or settlement of any Claims that arise Company shall not be liable hereunder with respect to claims directly arising out of, or as a result of (i) the execution any settlement made without its consent, which consent will not unreasonably be withheld or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the transactions contemplated herebydelayed, (ii) any Revolving Loan proceeding brought against the Agent or Letter of Credit or the use such Lender by a security holder of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented Agent or such Lender based upon rights afforded such security holder solely in connection with such demand do not strictly comply with the terms of such Letter of Credit)its capacity as such, and (iii) the gross negligence or willful misconduct of the Agent or such Lender. (b) The foregoing indemnity set forth in this Section 11.3 shall include, without limitation, indemnification by the Company to each Indemnitee for any Claims arising from and all expenses and costs (including, without limitation, remedial, removal, response, abatement, clean-up, investigative, closure and monitoring costs), losses, claims (including claims for contribution or in connection with indemnity and including the costs of investigating or defending any actual claim and whether or alleged presence not such claim is ultimately defeated, and whether the conditions creating such claim arose before, during or release after ownership, operation, possession or control of Hazardous Materials on the business, property or from any property currently or formerly owned or operated by facilities of the Company or any of its Subsidiaries, or before, on or after the date hereof, and including any Environmental Liability related in amounts paid incidental to any way compromise or settlement by the Indemnitees or any Indemnitee to the Company holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, disbursements, encumbrances, liens, damages (including, without limitation, damages for contamination or destruction of natural resources), penalties and fines of any nature (including, without limitation, in all cases the reasonable fees and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws, based on, arising out of or relating to, in whole or in part, the exercise and/or enforcement of any rights or remedies by any Indemnitee under this Agreement, any other Loan Document or any related documents and including, but not limited to, taking title to, owning, possessing, operating, controlling, managing or taking any action in respect of its Subsidiaries(all of the foregoing collectively, the "Indemnified Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee. This indemnity shall not apply to claims by a Lender (including the Administrative Agent or their respective Administrative Agent-Related Persons) against another Lender (including Administrative Agent or its respective Administrative Agent-Related Persons)real property.

Expenses and Indemnification. (a) The Company agrees to promptly pay, whether Borrower and each Guarantor shall jointly and severally pay or not any Revolving reimburse the DIP Term Loan is made or any Letter of Credit is issued hereunder; (i) Agent and the reasonable fees and disbursements of Cravath, Swaine & Xxxxx in connection with the negotiation of this Agreement and preparation DIP Term Loan Lenders for the initial borrowing hereunder; (ii) all reasonable expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of my Letter of Credit or any demand for payment thereunder and (iii) costs of collection or enforcement incurred by the Administrative Agent and any Issuing Bank or Lender (including allocated costs for in-house legal services and reasonable counsel fees) in connection with any Event of Default or any effort to collect sums past due hereunder (including in connection with any "workout" or restructuring regarding the Revolving Loans, and including in any Insolvency Proceeding or appellate proceedings). (b) Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent or any Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified Liabilities (as defined below); provided, however, that no Lender shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Liabilities to the extent that they are found by a final decision of a court of competent jurisdiction to have resulted solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or documented out-of-pocket costs and expenses (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel) incurred by the Administrative DIP Term Loan Agent and DIP Term Loan Lenders (limited, in case of legal expenses, to the reasonable and documented attorneys’ fees, disbursements, and expenses of the counsel named herein for the applicable parties or groups and any local counsel for the applicable parties or groups for each jurisdiction to the extent advisable and fees and expenses of the financial advisor named herein) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section 9.02 shall survive the termination of this Agreement and/or the repayment of Revolving Loans. (c) The Company shall indemnify and hold harmless the Administrative Agent, the Issuing Banks, the Lenders, and their respective directors, officers, agents, and employees (the "Indemnitees") from and against all losses, claims, damages, expenses, or liabilities (collectively, the "Claims"), including but not limited to legal (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel involved in the evaluation, defense or settlement of any Claims) or other expenses incurred in the evaluation, defense or settlement of any Claims that arise out of, or as a result of (i) the preparation, negotiation, and execution of the DIP Term Loan Documents; (ii) the funding of the Loans; (iii) the creation, perfection or delivery protection of the liens under the DIP Term Loan Documents (including all search, filing, and recording fees); and (iv) the on-going administration of the DIP Term Loan Documents (including the preparation, negotiation, and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto). The Borrower and each Guarantor further agree to jointly and severally pay or reimburse the DIP Term Loan Document Agent and the DIP Term Loan Lenders for all reasonable documented out-of-pocket costs and expenses (limited, in case of legal expenses, to the reasonable and documented attorneys’ fees and expenses of the counsel named herein for the applicable parties or groups and any other agreement local counsel for the applicable parties or instrument contemplated herebygroups for each jurisdiction to the extent advisable or otherwise (a) one primary counsel for the DIP Term Loan Agent, (b) one primary counsel to the performance DIP Term Loan Lenders taken as a whole (and additional conflict counsel for similarly situated DIP Term Loan Lenders as a group) and (c) one local counsel for each relevant jurisdiction), incurred by the parties to DIP Term Loan Agent or such DIP Term Loan Lender in connection with (i) the enforcement of the DIP Term Loan Documents of their respective obligations thereunder or the transactions contemplated hereby, Documents; (ii) any Revolving Loan refinancing or Letter of Credit or the use restructuring of the proceeds therefrom (including any refusal by DIP Term Loan Facility in the Issuing Bank to honor nature of a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), “work-out”; and (iii) any Claims legal proceeding relating to or arising from out of the DIP Term Loan Facility or in connection with any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated the other transactions contemplated by the Company or any DIP Term Loan Documents, subject to customary carve-outs. The DIP Term Loan Documents will contain customary indemnification provisions (including coverage of its Subsidiariesenvironmental liabilities) by the Borrower and each Guarantor (jointly and severally) in favor of the DIP Term Loan Agent, or any Environmental Liability related in any way to each DIP Term Loan Lender and each of their respective affiliates, successors, and assigns and the Company or any respective officers, directors, partners, managers, employees, agents (including sub-agents and co-agents), advisors, attorneys-in-fact, trustees, controlling persons, and members of its Subsidiaries(all each of the foregoing collectivelyand attorneys and representatives of each of the foregoing, the "Indemnified Liabilities"); provided that such indemnity shall not, as subject to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee. This indemnity shall not apply to claims by a Lender (including the Administrative Agent or their respective Administrative Agentcustomary carve-Related Persons) against another Lender (including Administrative Agent or its respective Administrative Agent-Related Persons)outs.

Expenses and Indemnification. The Borrower will indemnify the Arranger, the Agent, the Syndication Agent, the Documentation Agent, the Lenders, their respective affiliates, successors and assigns and the officers, directors, employees, agents, advisors, controlling persons and members of each of the foregoing (each, an “Indemnified Person”) and hold them harmless from and against all costs, expenses (including reasonable fees, disbursements and other charges of counsel) and liabilities of such Indemnified Person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by Holdings, the Borrower or any of their respective affiliates or equity holders) that relates to the Transactions, including the financing contemplated hereby, the Acquisition or any transactions in connection therewith; provided that (i) no Indemnified Person will be indemnified for any cost, expense or liability to the extent (a) The Company agrees to promptly paydetermined in the final, whether or not any Revolving Loan is made or any Letter of Credit is issued hereunder; (i) the reasonable fees and disbursements of Cravath, Swaine & Xxxxx in connection with the negotiation of this Agreement and preparation for the initial borrowing hereunder; (ii) all reasonable expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of my Letter of Credit or any demand for payment thereunder and (iii) costs of collection or enforcement incurred by the Administrative Agent and any Issuing Bank or Lender (including allocated costs for innon-house legal services and reasonable counsel fees) in connection with any Event of Default or any effort to collect sums past due hereunder (including in connection with any "workout" or restructuring regarding the Revolving Loans, and including in any Insolvency Proceeding or appellate proceedings). (b) Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent or any Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified Liabilities (as defined below); provided, however, that no Lender shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Liabilities to the extent that they are found by a final decision appealable judgment of a court of competent jurisdiction to have resulted solely from such Person's the willful misconduct or gross negligence of such Indemnified Person or willful misconduct. Without limitation of its Related Persons or (b) arising from or in connection with disputes solely among or between Indemnified Persons (other than actions against Credit Suisse as agent or arranger or similar capacity under the foregoing, each Lender shall Facilities) not relating to any acts or omissions by the Borrower or its affiliates or their Related Persons and (ii) the Borrower’s obligation to reimburse the Administrative Agent upon demand Indemnified Persons for its ratable share legal expenses shall be limited to the fees, charges and disbursements of one counsel to all Indemnified Persons (and, if reasonably necessary, of one regulatory counsel and one local counsel in any costs relevant jurisdiction) and, solely in the case of an actual or potential conflict of interest of which you are notified in writing, of one additional counsel (and if reasonably necessary, of one regulatory counsel and one local counsel in any relevant jurisdiction) to the affected Indemnified Persons . In addition, the Borrower shall pay (a) all reasonable and documented out-of-pocket expenses (including all fees including, without limitation, reasonable fees, disbursements and disbursements other charges of outside counsel (limited to one counsel and, if reasonably necessary, one regulatory counsel and one local counsel in any law firm or other external counselrelevant jurisdiction)) of the Arranger, the allocated cost of internal legal services and all disbursements of internal counsel) incurred by Agent, the Administrative Syndication Agent, the Documentation Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf syndication of the Company. The undertaking in this Section 9.02 shall survive Second Lien Facility, the termination preparation and administration of this Agreement and/or the repayment definitive documentation and the Second Lien Facility, and amendments, modifications and waivers thereto and (b) all reasonable and documented out-of-pocket expenses (including, without limitation, fees, disbursements and other charges of Revolving Loans. (coutside counsel) The Company shall indemnify and hold harmless of the Administrative Arranger, the Agent, the Issuing BanksSyndication Agent, the LendersDocumentation Agent, and their respective directors, officers, agents, the Lenders for enforcement costs and employees (documentary taxes associated with the "Indemnitees") from and against all losses, claims, damages, expenses, or liabilities (collectively, the "Claims"), including but not limited to legal (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel involved in the evaluation, defense or settlement of any Claims) or other expenses incurred in the evaluation, defense or settlement of any Claims that arise out of, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties Second Lien Facility. Definitive Documentation The definitive documentation with respect to the Loan Documents of their respective obligations thereunder or Second Lien Facility shall reflect the transactions contemplated hereby, (ii) any Revolving Loan or Letter of Credit or the use terms set forth herein and shall otherwise be on terms customary for financings of the proceeds therefrom (including any refusal by the Issuing Bank type described herein for borrowers of a creditworthiness similar to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Claims arising from or in connection with any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries(all that of the foregoing collectively, the "Indemnified Liabilities"); provided that such indemnity shall not, as Borrower. Governing Law and Forum: New York. Counsel to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee. This indemnity shall not apply to claims by a Lender (including the Administrative Agent or their respective Administrative Agent-Related Persons) against another Lender (including Administrative Agent or its respective Administrative Agent-Related Persons)and Arranger: Xxxxx Xxxx & Xxxxxxxx LLP.

Expenses and Indemnification. (a) The Company Magellan agrees to promptly payreimburse Aetna, whether or not any Revolving Loan is made or any Letter of Credit is issued hereunder; (i) the on demand, for all reasonable fees and disbursements expenses of CravathAetna’s counsel incurred on and after December 1, Swaine & Xxxxx 2002 in connection with the negotiation negotiation, administration and implementation of the Original Agreement, this Agreement, the Chapter 11 Case and all of Aetna’s rights against Magellan in connection with each of the foregoing (the “General Expense Reimbursement”), provided, however, that the General Expense Reimbursement shall not exceed $600,000, and provided further that if (x) none of the Termination Events in Section XX hereof occur and (y) no party objects to the assumption of this Agreement in the Chapter 11 Case or to Aetna’s treatment under the Plan of Reorganization, then the General Expense Reimbursement shall not exceed $400,000. In addition and preparation supplemental to the General Expense Reimbursement, Magellan and each of its affiliates agree to reimburse Aetna, on demand, for the initial borrowing hereunder; (ii) all reasonable fees and expenses of Aetna’s counsel incurred by each Issuing Bank in connection with the issuanceon and after March 10, amendment, renewal or extension of my Letter of Credit or any demand for payment thereunder and (iii) costs of collection or enforcement incurred by the Administrative Agent and any Issuing Bank or Lender (including allocated costs for in-house legal services and reasonable counsel fees) 2003 in connection with any Event claims, counterclaims, causes of Default action, or any effort actions commenced or overtly threatened to collect sums past due hereunder (including be commenced, orally or in writing, against Aetna in connection with any "workout" of the Original Agreement, this Agreement, the Chapter 11 Case or restructuring regarding Aetna’s rights against Magellan (the Revolving Loans“Litigation Expense Reimbursement”), provided that the Litigation Expense Reimbursement shall be limited to 100% of the first $200,000 of such fees and expenses actually incurred by Aetna and 50% of all fees and expenses above $200,000 incurred by Aetna, and including in provided further that if a court of competent jurisdiction, by final and nonappealable order, finds that Aetna committed gross negligence or willful misconduct, then Aetna shall promptly reimburse Magellan for all sums previously advanced under the Litigation Expense Reimbursement and Aetna shall have no further rights to any Insolvency Proceeding or appellate proceedings). (b) Whether or not the transactions contemplated hereby are consummated, the Lenders shall Litigation Expense Reimbursement. Magellan and each of its affiliates agree to indemnify upon demand the Administrative Agent or any Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro rata, Aetna from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (as defined below)including, without limitation, fees and expenses of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against Aetna in any way relating to or arising out of this Amendment, the Agreement or Magellan’s Chapter 11 Case; provided, however, that no Lender neither Magellan nor any of its affiliates shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Liabilities to the extent that they are found by a final decision of a court of competent jurisdiction to have resulted solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoingliabilities, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including all fees and disbursements of any law firm or other external counselobligations, the allocated cost of internal legal services and all disbursements of internal counsel) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section 9.02 shall survive the termination of this Agreement and/or the repayment of Revolving Loans. (c) The Company shall indemnify and hold harmless the Administrative Agent, the Issuing Banks, the Lenders, and their respective directors, officers, agents, and employees (the "Indemnitees") from and against all losses, claims, damages, expensespenalties, actions, judgments, suits, costs, expenses or liabilities (collectively, the "Claims"), including but not limited to legal (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel involved in the evaluation, defense or settlement of any Claims) or other expenses incurred in the evaluation, defense or settlement of any Claims that arise out of, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the transactions contemplated hereby, (ii) any Revolving Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Claims arising resulting from or in connection with any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries(all of the foregoing collectively, the "Indemnified Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the Aetna’s gross negligence or willful misconduct of such Indemnitee. This indemnity shall not apply to claims as found in a final, non-appealable judgment by a Lender (including the Administrative Agent or their respective Administrative Agent-Related Persons) against another Lender (including Administrative Agent or its respective Administrative Agent-Related Persons)court of competent jurisdiction.

Expenses and Indemnification. The Borrowers will indemnify the Arrangers, the Agent, the Syndication Agent, the Documentation Agent, the Lenders, the Issuing Bank, the Swingline Lender, their respective affiliates, successors and assigns and the officers, directors, employees, agents, advisors, controlling persons and members of each of the foregoing (aeach, an “Indemnified Person”) The Company agrees and hold them harmless from and against all costs, expenses (including reasonable fees, disbursements and other charges of counsel) and liabilities of such Indemnified Person arising out of or relating to promptly pay, whether or not any Revolving Loan is made claim or any Letter litigation or other proceeding (regardless of Credit whether such Indemnified Person is issued hereunder; a party thereto and regardless of whether such matter is initiated by a third party or by Holdings, the Company or any of their respective affiliates or shareholders) that relates to the Transactions (iincluding the Acquisition) the reasonable fees and disbursements of Cravath, Swaine & Xxxxx or any transactions in connection with the negotiation of this Agreement and preparation therewith, provided that no Indemnified Person will be indemnified for the initial borrowing hereunder; (ii) all reasonable expenses incurred by each Issuing Bank in connection with the issuanceany cost, amendment, renewal expense or extension of my Letter of Credit or any demand for payment thereunder and (iii) costs of collection or enforcement incurred by the Administrative Agent and any Issuing Bank or Lender (including allocated costs for in-house legal services and reasonable counsel fees) in connection with any Event of Default or any effort to collect sums past due hereunder (including in connection with any "workout" or restructuring regarding the Revolving Loans, and including in any Insolvency Proceeding or appellate proceedings). (b) Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent or any Administrative Agent-Related Persons (liability to the extent not reimbursed by or on behalf of determined in the Company and without limiting the obligation of the Company to do so)final, pro rata, from and against any and all Indemnified Liabilities (as defined below); provided, however, that no Lender shall be liable for the payment to the Administrative Agentnon-Related Persons of any portion of such Indemnified Liabilities to the extent that they are found by a final decision appealable judgment of a court of competent jurisdiction to have resulted solely from such Person's its gross negligence or willful misconduct. Without limitation of the foregoingIn addition, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or all reasonable out-of-pocket expenses (including all fees including, without limitation, reasonable fees, disbursements and disbursements other charges of any law firm or other external counsel) of the Arrangers, the allocated cost of internal legal services and all disbursements of internal counsel) incurred by Agent, the Administrative Agent in connection with Syndication Agent, the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section 9.02 shall survive the termination of this Agreement and/or the repayment of Revolving Loans. (c) The Company shall indemnify and hold harmless the Administrative Documentation Agent, the Issuing BanksBank, the LendersSwingline Lender and the Lenders for enforcement costs and documentary taxes associated with the Facilities will be paid by the Borrowers. Governing Law and Forum: New York; provided that, for purposes of interpretation of terms of the definitive documentation for the Facilities incorporated from or based on the Merger Agreement, including the definition of “Company MAE”, the laws of Delaware shall govern, and their respective directorsany state or federal court sitting in Delaware shall be an appropriate forum for such matters governed by Delaware law. Counsel to Agent and Arrangers: Xxxxxxx, officers, agents, and employees (Swaine & Xxxxx LLP. Revolving Facility1 $ 0.0 Merger Consideration $ 1,912.0 Tranche A Facility 1,200.0 Refinanced Indebtedness 88.0 Tranche B Facility 1,000.0 Transaction Costs 200.0 Total Sources $ 2,200.0 Total Uses $ 2,200.0 1 Represents amount to be drawn under the "Indemnitees") from and against all losses, claims, damages, expenses, or liabilities (collectively, $600,000,000 Revolving Facility on the "Claims"), including but not limited to legal (including all fees and disbursements Closing Date. Summary of any law firm or other external counsel, Additional Conditions Precedent1 The initial borrowing under the allocated cost of internal legal services and all disbursements of internal counsel involved in the evaluation, defense or settlement of any Claims) or other expenses incurred in the evaluation, defense or settlement of any Claims that arise out of, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties Facilities shall be subject to the Loan Documents of their respective obligations thereunder or the transactions contemplated hereby, (ii) any Revolving Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Claims arising from or in connection with any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries(all of the foregoing collectively, the "Indemnified Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee. This indemnity shall not apply to claims by a Lender (including the Administrative Agent or their respective Administrative Agent-Related Persons) against another Lender (including Administrative Agent or its respective Administrative Agent-Related Persons).following additional conditions precedent:

Expenses and Indemnification. The Borrower will indemnify the Arranger, the Agent, the Syndication Agent, the Documentation Agent, the Lenders, their respective affiliates, successors and assigns and the officers, directors, employees, agents, advisors, controlling persons and members of each of the foregoing (each, an “Indemnified Person”) and hold them harmless from and against all costs, expenses (including reasonable fees, disbursements and other charges of counsel) and liabilities of such Indemnified Person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by Holdings, the Borrower or any of their respective affiliates or equity holders) that relates to the Transactions, including the financing contemplated hereby, the Acquisition or any transactions in connection therewith; provided that (i) no Indemnified Person will be indemnified for any cost, expense or liability to the extent (a) The Company agrees to promptly paydetermined in the final, whether or not any Revolving Loan is made or any Letter of Credit is issued hereunder; (i) the reasonable fees and disbursements of Cravath, Swaine & Xxxxx in connection with the negotiation of this Agreement and preparation for the initial borrowing hereunder; (ii) all reasonable expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of my Letter of Credit or any demand for payment thereunder and (iii) costs of collection or enforcement incurred by the Administrative Agent and any Issuing Bank or Lender (including allocated costs for innon-house legal services and reasonable counsel fees) in connection with any Event of Default or any effort to collect sums past due hereunder (including in connection with any "workout" or restructuring regarding the Revolving Loans, and including in any Insolvency Proceeding or appellate proceedings). (b) Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent or any Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified Liabilities (as defined below); provided, however, that no Lender shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Liabilities to the extent that they are found by a final decision appealable judgment of a court of competent jurisdiction to have resulted solely from such Person's the willful misconduct or gross negligence of such Indemnified Person or willful misconduct. Without limitation of its Related Persons or (b) arising from or in connection with disputes solely among or between Indemnified Persons (other than actions against Credit Suisse as agent or arranger or similar capacity under the foregoing, each Lender shall Facilities) not relating to any acts or omissions by the Borrower or its affiliates or their Related Persons and (ii) the Borrower’s obligation to reimburse the Administrative Agent upon demand Indemnified Persons for its ratable share legal expenses shall be limited to the fees, charges and disbursements of one counsel to all Indemnified Persons (and, if reasonably necessary, of one regulatory counsel and one local counsel in any costs relevant jurisdiction) and, solely in the case of an actual or potential conflict of interest of which you are notified in writing, of one additional counsel (and if reasonably necessary, of one regulatory counsel and one local counsel in any relevant jurisdiction) to the affected Indemnified Persons . In addition, the Borrower shall pay (a) all reasonable and documented out-of-pocket expenses (including all fees including, without limitation, reasonable fees, disbursements and disbursements other charges of outside counsel (limited to one counsel and, if reasonably necessary, one regulatory counsel and one local counsel in any law firm or other external counselrelevant jurisdiction)) of the Arranger, the allocated cost of internal legal services and all disbursements of internal counsel) incurred by Agent, the Administrative Syndication Agent, the Documentation Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf syndication of the Company. The undertaking in this Section 9.02 shall survive First Lien Facility, the termination preparation and administration of this Agreement and/or the repayment definitive documentation and the First Lien Facility, and amendments, modifications and waivers thereto and (b) all reasonable and documented out-of-pocket expenses (including, without limitation, fees, disbursements and other charges of Revolving Loans. (coutside counsel) The Company shall indemnify and hold harmless of the Administrative Arranger, the Agent, the Issuing BanksSyndication Agent, the LendersDocumentation Agent, and their respective directors, officers, agents, the Lenders for enforcement costs and employees (documentary taxes associated with the "Indemnitees") from and against all losses, claims, damages, expenses, or liabilities (collectively, the "Claims"), including but not limited to legal (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel involved in the evaluation, defense or settlement of any Claims) or other expenses incurred in the evaluation, defense or settlement of any Claims that arise out of, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties First Lien Facility. Definitive Documentation The definitive documentation with respect to the Loan Documents of their respective obligations thereunder or First Lien Facility shall reflect the transactions contemplated hereby, (ii) any Revolving Loan or Letter of Credit or the use terms set forth herein and shall otherwise be on terms customary for financings of the proceeds therefrom (including any refusal by the Issuing Bank type described herein for borrowers of a creditworthiness similar to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Claims arising from or in connection with any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries(all that of the foregoing collectively, the "Indemnified Liabilities"); provided that such indemnity shall not, as Borrower. Governing Law and Forum: New York. Counsel to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee. This indemnity shall not apply to claims by a Lender (including the Administrative Agent or their respective Administrative Agent-Related Persons) against another Lender (including Administrative Agent or its respective Administrative Agent-Related Persons)and Arranger: Xxxxx Xxxx & Xxxxxxxx LLP.

Expenses and Indemnification. (a) The Company agrees to promptly payMortgagor shall pay when due and payable, and upon request by Mortgagee shall reimburse Mortgagee for, all commercially reasonable appraisal fees, recording fees, taxes, brokerage fees and commissions, abstract and search fees, title insurance fees and premiums, escrow fees, attorneys' fees, court costs, fees of inspecting architect(s) and engineer(s) and all other reasonable costs and expenses which have been incurred, or which hereafter may be incurred, by Mortgagee in connection with: (i) preparation, execution and recording of this Mortgage and the other Loan Documents; (ii) after the occurrence of any Event of Default, preparation for enforcement of this Mortgage or any of the other Loan Documents, whether or not any Revolving Loan is made suit or other action actually shall be commenced or undertaken; (iii) enforcement of this Mortgage or any Letter of Credit is issued hereunderthe other Loan Documents after the occurrence of an Event of Default; (iiv) court or administrative proceedings of any kind to which Mortgagee may be a party, whether as plaintiff, defendant or otherwise, by reason of the reasonable fees Indebtedness or any of the Loan Documents; (v) defending and disbursements upholding the lien of Cravaththis Mortgage or otherwise defending or asserting any rights and claims of Mortgagee under this Mortgage and the other Loan Documents; (vi) preparation for, Swaine & Xxxxx and actions taken in connection with, Mortgagee's taking possession of all or any part of the Mortgaged Property; (vii) negotiations with Mortgagor or any or its members, employees, agents, contractors, attorneys or other representatives in connection with the negotiation existence or cure of this Agreement and preparation for the initial borrowing hereunder; (ii) all reasonable expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of my Letter of Credit or any demand for payment thereunder and (iii) costs of collection or enforcement incurred by the Administrative Agent and any Issuing Bank or Lender (including allocated costs for in-house legal services and reasonable counsel fees) in connection with any Event of Default Default; (viii) any transfer or proposed transfer of the Mortgaged Property in lieu of foreclosure; and (ix) the approval or disapproval by Mortgagee of any effort action taken or proposed to collect sums past due hereunder (including in connection with be taken and required to be approved by Mortgagee under the terms of any "workout" or restructuring regarding of the Revolving Loans, and including in any Insolvency Proceeding or appellate proceedings)Loan Documents. (b) Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent or any Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified Liabilities (as defined below); provided, however, that no Lender shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Liabilities to the extent that they are found by a final decision of a court of competent jurisdiction to have resulted solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section 9.02 shall survive the termination of this Agreement and/or the repayment of Revolving Loans. (c) The Company Mortgagor shall indemnify and hold harmless the Administrative Agent, the Issuing Banks, the LendersMortgagee from and against, and their respective directorsreimburse Mortgagee for, officersany and all claims, agentsdemands, and employees (the "Indemnitees") from and against all liabilities, losses, claims, damages, expensesjudgments, penalties, costs and expenses (including, without limitation, reasonable attorneys' fees) which may be imposed upon, asserted against, or liabilities (collectively, the "Claims"), including but not limited to legal (including all fees and disbursements of any law firm incurred or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel involved in the evaluation, defense or settlement of any Claims) or other expenses incurred in the evaluation, defense or settlement of any Claims that arise out paid by Mortgagee by reason of, on account of or as a result of in connection with (i) any bodily injury, death or property damage occurring in or upon or in the execution or delivery vicinity of the Mortgaged Property through any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the transactions contemplated herebycause whatsoever, (ii) any Revolving Loan act performed or Letter of Credit or the use omitted to be performed by Mortgagor under any of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Loan Documents, or (iii) any Claims transaction, suit, action or proceeding arising from out of or in connection with any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way connected with the Mortgaged Property, any of the Loan Documents or the Indebtedness. Notwithstanding anything contained herein to the Company or any of its Subsidiaries(all of contrary, the foregoing collectively, the "Indemnified Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee. This indemnity and hold harmless shall not apply to claims by a Lender (including the Administrative Agent any negligent or their respective Administrative Agent-Related Persons) against another Lender (including Administrative Agent intentional acts or omissions of Mortgagee, its respective Administrative Agent-Related Persons)agents, employees, contractors or representatives.

Expenses and Indemnification. (a) The Company agrees to promptly pay, whether or not any Revolving Loan is made or any Letter of Credit is issued hereunder; (i) the reasonable fees Borrower shall pay all costs and disbursements of Cravath, Swaine & Xxxxx expenses incurred by Xxxxxx in connection with the negotiation preparation of this Agreement Note and preparation for the initial borrowing hereunder; (ii) Loan Documents, including, without limitation, reasonable attorneys’ fees and time chares of attorneys who may be employees of Lender or any affiliate or parent of Lender. Borrower shall pay any and all reasonable stamp and other taxes, UCC search fees, filing fees and other costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension execution and delivery of my Letter of Credit or any demand for payment thereunder this Note and (iii) costs of collection or enforcement incurred by the Administrative Agent other instruments and any Issuing Bank or Lender (including allocated costs for in-house legal services and reasonable counsel fees) in connection with any Event of Default or any effort documents to collect sums past due hereunder (including in connection with any "workout" or restructuring regarding the Revolving Loansbe delivered hereunder, and including in any Insolvency Proceeding or appellate proceedings). (b) Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent or any Administrative Agent-Related Persons (agrees to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro rata, save Xxxxxx harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Borrower hereby authorizes the Bank to charge any account of Borrower with the Bank for all sums due under this section. Xxxxxxxx also agrees to defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lender, any parent corporation, affiliated corporation or subsidiary of Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Liabilities Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (as defined belowincluding, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of Lender, any parent corporation or affiliated corporation of Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between Xxxxxxxx and Xxxxxx; provided, however, that no Lender Borrower shall be liable for not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the payment to the Administrative Agent-Related Persons of any portion willful misconduct or gross negligence of such Indemnified Liabilities to the extent that they are found by a final decision of a court of competent jurisdiction to have resulted solely from such Person's gross negligence or willful misconductParty. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, or any document contemplated by or referred to herein, to To the extent that the Administrative Agent is not reimbursed for undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall satisfy such expenses undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on behalf demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by Borrower, shall be added to the obligations of Borrower evidenced by this Note and secured by the Companycollateral securing this Note. The undertaking in provisions of this Section 9.02 section shall survive the termination satisfaction and payment of this Agreement and/or the repayment of Revolving LoansNote. (c) The Company shall indemnify and hold harmless the Administrative Agent, the Issuing Banks, the Lenders, and their respective directors, officers, agents, and employees (the "Indemnitees") from and against all losses, claims, damages, expenses, or liabilities (collectively, the "Claims"), including but not limited to legal (including all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel involved in the evaluation, defense or settlement of any Claims) or other expenses incurred in the evaluation, defense or settlement of any Claims that arise out of, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the transactions contemplated hereby, (ii) any Revolving Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Claims arising from or in connection with any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries(all of the foregoing collectively, the "Indemnified Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee. This indemnity shall not apply to claims by a Lender (including the Administrative Agent or their respective Administrative Agent-Related Persons) against another Lender (including Administrative Agent or its respective Administrative Agent-Related Persons).