Common use of Expenses; Documentary Taxes; Indemnification Clause in Contracts

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery of any Credit Document, any waiver or consent thereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Document. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) from and against all losses, settlement costs, liabilities, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date Borrower shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligencepreparation of this Agreement and the other Loan Papers and, preparationif appropriate, execution and delivery the recordation of any Credit Documentthe Loan Papers, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (includinghereunder, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the , fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by Administrative Agent, each other Agent and each Bank in connection therewith. Without duplication of Section 13.6, Borrower shall indemnify each Bank against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit DocumentDocumentary Taxes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agenteach Indemnified Entity (as defined below), each other Agentupon demand, each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, claims, losses, settlement costs, liabilitiesdamages, penalties, claimsfines, damages actions, judgments, suits, settlements, costs, expenses or expenses that disbursements (including reasonable fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever (in this section collectively called “liabilities and costs”) which to any extent (in whole or in part) may be imposed on, incurred by by, or asserted or awarded against any such Indemnified Party arising Entity growing out of of, resulting from or in connection any other way associated with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoingcollateral for the Loans, regardless the Loan Papers, or the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein (including any violation or noncompliance with any applicable environmental Laws by any Credit Party or any liabilities or duties of whether any Credit Party or of any Indemnified Party is a party thereto, and Entity with respect to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are Hazardous Substances found in a finalor released into the environment). THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, non-appealable order of a court of competent jurisdiction to have resulted from the bad faithIN WHOLE OR IN PART, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdiction.UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR ARE IN ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED ENTITY,

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to promptly pay (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution negotiation and delivery closing of any Credit Documentthis Agreement and the Loan Documents, the syndication of the facility established hereby, any waiver or consent thereunder hereunder or any amendment hereof or thereof or any waiver of any Default or Event of Default or alleged Default hereunder or Event of Default hereunder, and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby any amendment or termination hereof or thereof and (ii) if a Default or an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including reasonable fees and disbursements of counsel (including without limitation the reasonably reasonable allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in-house counsel), in connection with such Default or Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and each of their Affiliates and their respective directorsaffiliates, officers, employeesdirectors and employees (each, advisors and agents (each an a “Indemnified PartyCovered Person”) and hold each Covered Person harmless from and against any and all losses, settlement costs, liabilities, penalties, claims, damages or expenses that Liabilities which may be incurred by or asserted or awarded against any Indemnified Party such Covered Person, in each case arising out of or in connection with any investigative, administrative or by reason of judicial proceeding (including, without limitation, in connection with any investigation, litigation whether or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Covered Person shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or the Loan Documents or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoingproceeds of Loans hereunder, provided that no Covered Person shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they be indemnified hereunder for Liabilities that are found determined in a final, non-appealable order of nonappealable judgment by a court of competent jurisdiction to have resulted from the such Covered Person’s gross negligence, bad faith, faith or willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionmisconduct.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthis Agreement, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including reasonable fees and disbursements of incurred by counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) or in-house counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or the Notes and any Credit Documentand all liabilities with respect to or resulting from any delay or omission (unless solely attributable to such Bank) to pay such taxes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify each Bank, their respective affiliates and the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employees, advisors agents and agents employees of the foregoing (each an “Indemnified Party”"Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by any Indemnitee (or by the Agent in connection with its actions as Agent hereunder) in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoing, proceeds of Loans hereunder; provided that no Indemnitee shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faithbe indemnified hereunder for its own gross negligence, willful misconduct or gross negligence of such Indemnified Party unlawful conduct as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or Each Borrower, severally and not the Effective Date shall have occurredjointly, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Operations Agent, (A) including the reasonable fees and disbursements of one firm acting as special counsel for the Administrative Operations Agent, in connection with the due diligence, preparation, execution negotiation and delivery closing of any Credit Documentthis Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent thereunder hereunder or any amendment hereof hereof, any waiver of any Default or any Event of Default or alleged Default hereunder or Event of Default hereunder, and (B) in connection with the administration and syndication (includingany termination hereof, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if a Default or an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative each Agent and each Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other only one counsel for such Person) all Banks other than the Operations Agent, in connection with such Default or Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The ; provided, however, that any such amounts payable in connection with a Default or Event of Default by a particular Borrower or arising out of or relating to the Loans made to a particular Borrower shall only be payable out of the assets of such Borrower and no other Borrower. Each Borrower, severally and not jointly, agrees to indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or any Credit Documentof the other Loan Documents. All amounts to be paid pursuant to this clause (a) (other than pursuant to clause (ii) of the first sentence of this clause (a)) shall be paid by the Borrowers pro rata based on the most recent Allocation Notice delivered to the Operations Agent. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Each Borrower severally agrees to indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directorsits Affiliates, officers, employeesdirectors, advisors and agents employees (each an each, a “Indemnified PartyCovered Person”) and hold each Covered Person harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and reasonable expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be suffered or incurred by such Covered Person in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Covered Person shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or the Loan Documents or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoingproceeds of Loans to that Borrower hereunder, provided that no Covered Person shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found be indemnified hereunder if it is determined in a final, non-appealable order of final nonappealable judgment by a court of competent jurisdiction to have resulted from that such liability, loss, damage, cost or expense was directly the bad faith, willful misconduct or result of such Covered Person’s own gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionor willful misconduct.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative AgentAgent and the Lead Arranger and Sole Book Manager, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative AgentAgent (including the allocated fees and expenses of any internal counsel), in connection with the due diligencepreparation of this Agreement and all related documents, preparationthe negotiation, execution closing and delivery syndication of this Agreement and the Loans, and in connection with any Credit Documentwaiver, any waiver amendment or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bankor any Lender, including fees and disbursements of counsel (including without limitation the reasonably allocated costs fees and expenses of any internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank Lender against any transfertransfer taxes, documentary stamptaxes, registration, recording, excise, intangible or similar mortgage recording taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery or enforcement of any Credit Documentthis Agreement and the Notes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative each Agent, the Lead Arranger and Sole Book Manager and each other AgentLender, each Bank their respective affiliates and their Affiliates and their the respective directors, officers, employees, advisors agents and agents employees of the foregoing (each an “Indemnified Party”"Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of any internal counsel), which may be incurred by such Indemnitee in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) brought or threatened relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoing, proceeds of Loans hereunder; provided that no Indemnitee shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities be indemnified hereunder for such Indemnitee's own gross negligence or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurred, the Each Borrower severally (and neither jointly nor jointly and severally) agrees to pay its pro rata share of (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable the fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution negotiation and delivery closing of any Credit Documentthis Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent thereunder hereunder or any amendment hereof or hereof, any waiver of any Event of Default or alleged Event of Default hereunder and (B) any termination hereof; provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby Borrowers to which they relate based upon their pro rata share thereof and (ii) if an Event of Default occursoccurs with respect to such Borrower, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each BankBank in connection therewith, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other Administrative Agent and the Banks plus any local counsel that counsel for such Person) the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The This Section 8.3(a) shall not apply with respect to Taxes (which are covered by Section 2.12), except that each Borrower shall severally (and neither jointly nor jointly and severally) agrees to indemnify the Administrative Agent, each other Agent and each Bank against its pro rata share of any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Documentthis Agreement or the other Loan Documents. (b) Whether or not In consideration of the Effective Date shall have occurred execution and whether or not delivery of this Agreement by each Bank and the transactions contemplated extension of the Commitments, each Borrower hereby shall be consummatedseverally (and neither jointly nor jointly and severally) indemnifies, the Borrower agrees to indemnify exonerates and holds the Administrative Agent, each other Agent, Agent and each Bank and their Affiliates respective affiliates that have acted as or on behalf of a syndication agent, joint lead arranger or joint bookrunner in connection with this Agreement and their respective officers, directors, officerspartners (solely to the extent a Bank is a partnership and such partners are acting in their capacity as partners operating a business), employees, advisors and agents (each an collectively, the “Indemnified PartyParties”) free and harmless from and against any and all actions, causes of action, suits, losses, settlement costs, liabilitiesliabilities and damages, penaltiesand expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), claimsincluding reasonable attorneys’ fees and disbursements (collectively, damages or expenses that may be the “Indemnified Liabilities”), incurred by the Indemnified Parties or asserted any of them as a result of, or awarded against arising out of, or relating to: (i) the use by such Borrower of the proceeds of any Loan; or (ii) the entering into and performance of this Agreement and any of the other Loan Documents by any of the Indemnified Parties (including any action brought by or on behalf of such Borrower as the result of any determination pursuant to Article III not to fund any Borrowing, but only to the extent that such Borrower is not the prevailing party); except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party arising out of or in connection with or (x) by reason of the relevant Indemnified Party’s gross negligence, fraud or willful misconduct or (includingy) arising solely out of any claim, without limitationaction, suit, inquiry, litigation, investigation or proceeding that does not involve an act or omission by such Borrower and that is brought solely by one or more Indemnified Parties against one or more other Indemnified Parties. If and to the extent that the foregoing undertaking may be unenforceable for any reason, such Borrower hereby severally (and neither jointly nor jointly and severally) agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party (and each of their respective officers, directors, partners (solely to the extent a Bank is a partnership and such partners are acting in their capacity as partners operating a business), employees and agents), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with with, or as a result of, this Agreement, any investigationother Loan Document or any agreement or instrument contemplated hereby, litigation any Loan or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, . (c) The agreements in this Section shall survive the termination of a Commitment or any related transaction or any claim, litigation, investigation or proceeding relating to any the Commitments and the payment of the foregoing, regardless of whether any Indemnified Party is a party thereto, Loans and to reimburse each Indemnified Party promptly upon demand for any legal or all other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionamounts payable hereunder.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all documented reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthis Agreement, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including reasonable fees and disbursements of incurred by counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) or in-house counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank Party against any transfertransfer Taxes, documentary stamp, registration, recording, excise, intangible or similar taxesTaxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the Notes and any Credit Documentand all liabilities with respect to or resulting from any delay or omission (unless solely attributable to such Bank) to pay such Taxes. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank Party, their respective affiliates and their Affiliates and their the respective directors, officers, employees, advisors officers and agents employees of the foregoing (each an “Indemnified PartyIndemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement damages, costs, liabilities, penalties, claims, damages or demands and expenses that may be incurred by or asserted or awarded against of any Indemnified Party arising out of or in connection with or by reason of (kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by any Indemnitee (or by the Administrative Agent in connection with its actions as Administrative Agent hereunder) in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoing, proceeds of Loans hereunder; provided that no Indemnitee shall have the foregoing indemnity and reimbursement obligations will notright to be indemnified hereunder for its own gross negligence, willful misconduct or unlawful conduct as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in determined by a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or Each Borrower, severally and not the Effective Date shall have occurredjointly, the Borrower agrees to pay (i) its Pro Rata Share of all reasonable out-of-pocket costs and expenses of Agents, including the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution negotiation and delivery closing of any Credit Documentthis Agreement and the other Loan Documents, the syndication of the facility established hereby, any general waiver or consent thereunder hereunder, or any amendment hereof or hereof, and any Default or alleged Default hereunder and (B) in connection with the administration and syndication (includingtermination hereof, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if a Default or an Event of Default occursoccurs with respect to such Borrower, all reasonable out-of-pocket expenses incurred by the Administrative either Agent and each BankLender, including fees and disbursements of counsel (including without limitation the reasonably reasonable allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in-house counsel), in connection with such Default or Event of Default and any collection, bankruptcy, insolvency insolvency, and other enforcement proceedings resulting therefrom. The Borrower shall Each Borrower, severally and not jointly, agrees to indemnify the Administrative Agent, each other Agent and each Bank Lender against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes. All amounts to be paid pursuant to this SECTION 9.03(A) (OTHER THAN pursuant to CLAUSE (II) of the first sentence of this SECTION 9.03(A)) shall be paid by each Borrower based on its Pro Rata Share. (b) Whether or Each Borrower, severally and not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummatedjointly, the Borrower agrees to indemnify the Administrative Agent, each other Agent, Agent and each Bank Lender and their Affiliates hold each Agent and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) Lender harmless from and against any and all liabilities, losses, settlement damages, costs, liabilitiesand expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by either Agent or any Lender in connection with any investigationinvestigative, litigation or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereofadministrative, or any related transaction judicial proceeding (whether or not either Agent or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is Lender shall be designated a party thereto) relating to or arising out of this Agreement or the Loan Documents or any actual or proposed use of proceeds of Loans to such Borrower hereunder, PROVIDED that Agents and Lenders shall not have the right to reimburse each Indemnified Party promptly upon demand be indemnified hereunder for any legal their own gross negligence or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as finally determined in the final judgment of by a court of competent jurisdiction. (c) The undertaking in this Section shall survive termination of the aggregate Commitments, the payment of all other obligations of Borrowers under this Agreement and the other Loan Documents, and the resignation of Agents,

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurredThe Loan Parties shall, the Borrower agrees to jointly and severally, pay (i) all out-of-pocket costs and expenses of the Administrative AgentBank, (A) including reasonable fees and disbursements of one firm acting as the Bank in connection with any field audits and investigations and fees and disbursements of special counsel for the Administrative AgentBank, in connection with the due diligence, preparation, execution preparation of this Agreement and delivery of any Credit Documentthe other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby or thereunder and (ii) if an Event of a Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. , including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. (b) The Borrower shall Loan Parties shall, jointly and severally, indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Documentthis Agreement or the other Loan Documents. (bc) Whether or not the Effective Date shall have occurred The Loan Parties shall, jointly and whether or not the transactions contemplated hereby shall be consummatedseverally, the Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and their its Affiliates and their respective directors, officers, employees, advisors employees and agents (from, and hold each an “Indemnified Party”) from of them harmless against, any and against all losses, settlement costsliabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, penaltiesclaims or damages arise out of or result from any actual or proposed use by the Borrower of the proceeds of any extension of credit by the Bank hereunder or breach by any Loan Party of this Agreement or any other Loan Document or from investigation, litigation (including, without limitation, any actions taken by the Bank to enforce this Agreement or any of the other Loan Documents) or other proceeding (including, without limitation, any threatened investigation or proceeding) relating to the foregoing, and the Loan Parties shall reimburse the Bank, and each of its Affiliates and their respective directors, officers, employees and agents, upon demand for any expenses (including, without limitation, legal fees) incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation the gross negligence or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use willful misconduct of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating Person to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionbe indemnified.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative Agent, (Ai)(A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery of any Credit Document, any waiver or consent thereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Document. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) from and against all losses, settlement costs, liabilities, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery of any Credit Document, any waiver or consent thereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Personpay all Expenses on demand. (b) in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall pay all and indemnify the Administrative Agent, each other Agent and each Bank Lender against any transferand all transfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments assessments, or charges made by any Governmental Authority and imposed by reason of the execution and delivery of this Agreement, any Credit Documentof the Loan Documents, or any other document, instrument or agreement entered into in connection herewith. (bc) Whether or not the Effective Date Borrower shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agentindemnify, each other Agentprotect, each Bank defend and their Affiliates hold harmless Lender and their respective its directors, officers, employeesagents, advisors employees and agents attorneys (each collectively, the “Indemnified Persons” and individually, an “Indemnified PartyPerson”) from and against (i) any and all losses, settlement costs, liabilities, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related liabilities, deficiencies, judgments, costs and expenses (including reasonable attorneys’ fees and reasonable attorneys’ fees incurred pursuant to Insolvency Proceedings) incurred by any Indemnified Person (except to the extent they are found in a final, non-appealable order of a court of competent jurisdiction that it is finally judicially determined to have resulted from the bad faith, gross negligence or willful misconduct of any Indemnified Person) arising out of or by reason of any litigations, investigations, claims or proceedings (whether administrative, judicial or otherwise), including discovery, whether or not Lender is designated a party thereto, which arise out of or are in any way related to (1) this Agreement, the Loan Documents or the transactions contemplated hereby or thereby, (2) any actual or proposed use by Borrower of the proceeds of the Loans, or (3) Lender’s entering into this Agreement, the Loan Documents or any other agreements and documents relating hereto; (ii) any such losses, claims, damages, liabilities, deficiencies, judgments, costs and expenses arising out of or by reason of the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence on, under or about Borrower’s operations or property or property leased by Borrower of any material, substance or waste which is or becomes designated as Hazardous Materials; (iii) any such losses, claims, damages, liabilities, deficiencies, judgments, costs and expenses incurred in connection with any remedial or other action taken by Borrower or Lender in connection with compliance by Borrower with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines (except to the extent that it is finally judicially determined to have resulted from the gross negligence or willful misconduct of any Indemnified Person). If and to the extent that the obligations of Borrower hereunder are unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such Indemnified Party as determined obligations to Lender which is permissible under applicable law. (d) Borrower’s obligations under this Section 10.2 shall survive the Termination Date, and the payment in full of the final judgment Obligations, and are in addition to, and not in substitution of, any other of a court of competent jurisdictionits obligations set forth in this Agreement.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to promptly pay (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution negotiation and delivery closing of any Credit Documentthis Agreement and the Loan Documents, the syndication of the facility established hereby, any waiver or consent thereunder hereunder or any amendment hereof or thereof or any waiver of any Default or Event of Default or alleged Default hereunder or Event of Default hereunder, and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby any amendment or termination hereof or thereof and (ii) if a Default or an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including reasonable fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) outside legal counsel, in connection with such Default or Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and each of their Affiliates and their respective directorsaffiliates, officers, employeesdirectors and employees (each, advisors and agents (each an a “Indemnified PartyCovered Person”) and hold each Covered Person harmless from and against any and all losses, settlement costs, liabilities, penalties, claims, damages or expenses that Liabilities which may be incurred by or asserted or awarded against any Indemnified Party such Covered Person, in each case arising out of or in connection with any investigative, administrative or by reason of judicial proceeding (including, without limitation, in connection with any investigation, litigation whether or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Covered Person shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or the Loan Documents or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoingproceeds of Loans hereunder, provided that no Covered Person shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they be indemnified hereunder for Liabilities that are found determined in a final, non-appealable order of nonappealable judgment by a court of competent jurisdiction to have resulted from the such Covered Person’s gross negligence, bad faith, faith or willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionmisconduct.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurred, the Borrower agrees to pay (i) Each Borrower shall promptly pay its Pro-rata Share of all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution negotiation and delivery closing of this Agreement and the Loan Documents, the syndication of and the administration of the facility established hereby, and any Credit Documenttermination hereof or thereof, (ii) each Borrower shall promptly pay all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with any waiver or consent thereunder hereunder requested by such Borrower or any amendment hereof of any Loan Document requested by such Borrower or any waiver of any Default or alleged Default hereunder with respect to such Borrower, and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (iiiii) if an Event of Default with respect to a Borrower occurs, such Borrower shall promptly pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including reasonable fees and disbursements of counsel (including without limitation the reasonably allocated costs but, absent conflicts of internal counsel if the Borrower shall not also be responsible for the costs of other interest, only a single counsel for such Person) all Banks other than the Agent), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Document. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Each Borrower agrees to indemnify the Administrative Agent, each other AgentBank, and each of their Affiliates, and the officers, directors and employees of the Agent each Bank and their Affiliates and their respective directorseach such Affiliate (each, officers, employees, advisors and agents (each an a “Indemnified PartyCovered Person”) and hold each Covered Person harmless from and against such Borrower’s Pro-rata Share (except to the extent attributable to a particular Borrower, in which case only such Borrower shall be obligated under this paragraph (b)) of any and all losses, settlement costsclaims, liabilities, losses, damages, costs, penalties, claimsactions, damages judgments and expenses and disbursements of any kind or expenses that nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel (collectively, the “Liabilities”) which may be incurred by or asserted or awarded against any Indemnified Party such Covered Person, in each case arising out of or in connection with any investigative, administrative or by reason of judicial proceeding (including, without limitation, in connection with any investigation, litigation whether or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Covered Person shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or the Loan Documents or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoingproceeds of Loans hereunder, provided that no Covered Person shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they be indemnified hereunder for Liabilities that (i) are found determined in a final, non-appealable order of nonappealable judgment by a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or such Covered Person’s gross negligence or willful misconduct, or (ii) result from a claim brought by a Borrower, the Agent or any Bank against a Covered Person for breach in bad faith of such Indemnified Party Covered Person’s obligations hereunder or under any other Loan Document, if such Borrower, the Agent or such Bank has obtained a final and nonappealable judgment in its favor on such claim as determined in the final judgment of by a court of competent jurisdiction. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Payments under this Section 9.03 shall be made by a Borrower to the Agent for the benefit of the relevant Covered Person.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution preparation of this Agreement and delivery of any Credit Documentthe other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby or thereunder and (ii) if an Event of a Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. , including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. (b) The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Documentthis Agreement or the other Loan Documents. (bc) Whether or not The Borrower shall indemnify the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummatedAgent, the Borrower agrees to indemnify the Administrative Agent, Banks and each other Agent, each Bank and their Affiliates Affiliate thereof and their respective directors, officers, employees, advisors employees and agents (from, and hold each an “Indemnified Party”) from of them harmless against, any and against all losses, settlement costsliabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, penaltiesclaims or damages arise out of or result from any actual or proposed use by the Borrower of the proceeds of any extension of credit by any Bank hereunder or breach by the Borrower of this Agreement or any other Loan Document or from investigation, litigation (including, without limitation, any actions taken by the Agent or any of the Banks to enforce this Agreement or any of the other Loan Documents) or other proceeding (including, without limitation, any threatened investigation or proceeding) relating to the foregoing, and the Borrower shall reimburse the Agent and each Bank, and each Affiliate thereof and their respective directors, officers, employees and agents, upon demand for any expenses (including, without limitation, legal fees) incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation the gross negligence or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use willful misconduct of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating Person to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionbe indemnified.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthis Agreement, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including reasonable fees and disbursements of incurred by counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) or in-house counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or the Notes and any Credit Documentand all liabilities with respect to or resulting from any delay or omission (unless solely attributable to such Bank) to pay such taxes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify each Bank, their respective affiliates and the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employeesagents, advisors and agents employees of the foregoing (each an “Indemnified Party”"Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by any Indemnitee (or by the Administrative Agent in connection with its actions as Agent hereunder) in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoing, proceeds of Loans hereunder; provided that no Indemnitee shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faithbe indemnified hereunder for its own gross negligence, willful misconduct or gross negligence of such Indemnified Party unlawful conduct as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative Agent, BANA, MS and the Arrangers (A) including reasonable fees and disbursements of one law firm acting serving as special counsel for the Administrative Agent, such parties) in connection with the due diligence, preparation, execution preparation of this Agreement and delivery of any Credit Documentthe other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default hereunder or alleged Default hereunder thereunder and (B) all costs and expenses of the Agent in connection with the administration and syndication (includinguse of Intralinks Inc., without limitation, printing and distribution) of Syndtrak or other similar information transmission systems in connection with the credit facility provided hereby Loan Documents and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bankof the Lenders, including reasonable fees and disbursements of counsel (including without limitation of the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) Agent and each Lender, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. , including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. (b) The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank Lenders against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the other Loan Documents (other than any Credit DocumentAssignment and Assumption); provided that no assignee shall be entitled to receive any greater payment under this subsection (b) than the related transferor Lender would have been entitled to receive. (bc) Whether or not the Effective Date The Borrower shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative AgentAgent (and any sub-agent thereof), each other AgentLender and each Issuing Bank, and each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents Related Party of any of the foregoing Persons (each such Person being called an “Indemnified PartyIndemnitee”) from against, and against hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, settlement costs, liabilities, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of claims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities and related expenses (including reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless, each Indemnitee from, and shall pay or reimburse any such Indemnitee for, all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with any investigationwith, litigation or proceeding or preparation as a result of a defense in connection therewith(i) the Credit Documentsexecution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any Subsidiary thereof, or any Environmental Claim related transaction in any way to the Borrower or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any Subsidiary thereof, and regardless of whether any Indemnified Party Indemnitee is a party thereto, and to reimburse each Indemnified Party promptly upon demand for or (v) any legal claim (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other expenses incurred proceeding (whether or not the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in connection any way connected with investigating the Loans, this Agreement, any other Loan Document, or defending any of documents contemplated by or referred to herein or therein or the foregoingtransactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that the foregoing such indemnity and reimbursement obligations will shall not, as to any Indemnified PartyIndemnitee, apply be available to the extent that such losses, claims, damages, liabilities or related expenses to the extent they (x) are found in a final, non-appealable order of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnified Party Indemnitee or (y) result from a claim brought by the Borrower or any Subsidiary thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined in the final judgment of by a court of competent jurisdiction. Notwithstanding anything to the contrary in the foregoing, in the case of fees, charges and disbursements of counsel, the Borrower’s obligations shall be limited to the reasonable fees, disbursement and other charges of one counsel for the Lenders as a group and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Lenders as a group, and, in the in the case of an actual or reasonably perceived conflict of interest, where one or more of Lenders affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person. (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, the Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) Notwithstanding any termination of this Agreement, the indemnities to which the Agent and the Lenders are entitled under the provisions of this Section 7.03 and any other provision of this Agreement and the other Loan Documents shall continue in full force and effect and shall protect the Agent, the Issuing Banks and the Lenders against events arising after such termination as well as before.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthis Agreement, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including reasonable fees and disbursements of incurred by counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) or in-house counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or the Notes and any Credit Documentand all liabilities with respect to or resulting from any delay or omission (unless solely attributable to such Bank) to pay such taxes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify each Bank, their respective affiliates and the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employeesagents, advisors and agents employees of the foregoing (each an “Indemnified Party”"Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by any Indemnitee (or by the Agent in connection with its actions as Agent hereunder) in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoing, proceeds of Loans hereunder; provided that no Indemnitee shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faithbe indemnified hereunder for its own gross negligence, willful misconduct or gross negligence of such Indemnified Party unlawful conduct as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative Agent, BANA, MS and the Arrangers (A) including reasonable fees and disbursements of one law firm acting serving as special counsel for the Administrative Agent, ) in connection with the due diligence, preparation, execution preparation of this Agreement and delivery of any Credit Documentthe other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default hereunder or alleged Default hereunder thereunder and (B) all costs and expenses of the Agent in connection with the administration and syndication (includinguse of Intralinks Inc., without limitation, printing and distribution) of Syndtrak or other similar information transmission systems in connection with the credit facility provided hereby Loan Documents and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bankof the Lenders, including reasonable fees and disbursements of counsel (including without limitation of the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) Agent and each Lender, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. , including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. (b) The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank Lenders against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the other Loan Documents (other than any Credit DocumentAssignment and Assumption); provided that no assignee shall be entitled to receive any greater payment under this subsection (b) than the related transferor Lender would have been entitled to receive. (bc) Whether or not the Effective Date The Borrower shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative AgentAgent (and any sub-agent thereof), each other AgentLender and the Issuing Bank, and each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents Related Party of any of the foregoing Persons (each such Person being called an “Indemnified PartyIndemnitee”) from against, and against hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, settlement costs, liabilities, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of claims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities and related expenses (including reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless, each Indemnitee from, and shall pay or reimburse any such Indemnitee for, all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with any investigationwith, litigation or proceeding or preparation as a result of a defense in connection therewith(i) the Credit Documentsexecution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any Subsidiary thereof, or any Environmental Claim related transaction in any way to the Borrower or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any Subsidiary thereof, and regardless of whether any Indemnified Party Indemnitee is a party thereto, and to reimburse each Indemnified Party promptly upon demand for or (v) any legal claim (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other expenses incurred proceeding (whether or not the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in connection any way connected with investigating the Loans, this Agreement, any other Loan Document, or defending any of documents contemplated by or referred to herein or therein or the foregoingtransactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that the foregoing such indemnity and reimbursement obligations will shall not, as to any Indemnified PartyIndemnitee, apply be available to the extent that such losses, claims, damages, liabilities or related expenses to the extent they (x) are found in a final, non-appealable order of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnified Party Indemnitee or (y) result from a claim brought by the Borrower or any Subsidiary thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined in the final judgment of by a court of competent jurisdiction. Notwithstanding anything to the contrary in the foregoing, in the case of fees, charges and disbursements of counsel, the Borrower’s obligations shall be limited to the reasonable fees, disbursement and other charges of one counsel for the Lenders as a group and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Lenders as a group, and, in the in the case of an actual or reasonably perceived conflict of interest, where one or more of Lenders affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person. (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, the Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurred, the The Borrower agrees to promptly pay (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution negotiation and delivery closing of any Credit Documentthis Agreement and the Loan Documents, the syndication of the facility established hereby, any waiver or consent thereunder hereunder or any amendment hereof or any waiver of any Default or Event of Default or alleged Default hereunder or Event of Default hereunder, and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby any amendment or termination hereof and (ii) if a Default or an Event of Default occurs, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and each Bank, including reasonable fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Default or Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and each of their Affiliates and their respective directorsaffiliates, officers, employeesdirectors and employees (each, advisors and agents (each an a “Indemnified PartyCovered Person”) and hold each Covered Person harmless from and against any and all losses, settlement costs, liabilities, penalties, claims, damages or expenses that Liabilities which may be incurred by or asserted or awarded against any Indemnified Party such Covered Person, in each case arising out of or in connection with any investigative, administrative or by reason of judicial proceeding (including, without limitation, in connection with any investigation, litigation whether or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Covered Person shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or the Loan Documents or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoingproceeds of Loans hereunder, provided that no Covered Person shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they be indemnified hereunder for Liabilities that are found determined in a final, non-appealable order of nonappealable judgment by a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or such Covered Person’s gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionor willful misconduct.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligencepreparation of this Agreement and the other Loan Papers and, preparationif appropriate, execution and delivery the recordation of any Credit Documentthe Loan Papers (subject to the limitations in Borrower’s commitment letter with Administrative Agent), any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (includinghereunder, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including reasonable fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the , fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by Administrative Agent, each other Agent and each Bank in connection therewith. Borrower shall indemnify each Bank against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority Taxes imposed by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes (other than Taxes in respect of the net income of such Bank). (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agenteach Indemnified Entity (as defined below), each other Agentupon demand, each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, claims, losses, settlement costs, liabilitiesdamages, penalties, claimsfines, damages actions, judgments, suits, settlements, costs, expenses or expenses that disbursements (including reasonable fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever (in this section collectively called “liabilities and costs”) which to any extent (in whole or in part) may be imposed on, incurred by by, or asserted against such Indemnified Entity resulting from the Loan Papers or awarded against the Loans (including any violation or noncompliance with any Applicable Environmental Laws by any Credit Party or any liabilities or duties of any Credit Party or of any Indemnified Party arising out of or in connection Entity with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating respect to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are Hazardous Substances found in a finalor released into the environment). THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO OR TO ANY EXTENT OWED, non-appealable order of a court of competent jurisdiction to have resulted from the bad faithIN WHOLE OR IN PART, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdiction.UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR ARE IN ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED ENTITY,

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurredThe Loan Parties shall, the Borrower agrees to jointly and severally, pay (i) all out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as the Agent in connection with any field audits and investigations and fees and disbursements of special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution preparation of this Agreement and delivery of any Credit Documentthe other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby or thereunder and (ii) if an Event of a Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. , including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. (b) The Borrower shall Loan Parties shall, jointly and severally, indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Documentthis Agreement or the other Loan Documents. (bc) Whether or not The Loan Parties shall, jointly and severally, indemnify the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummatedAgent, the Borrower agrees to indemnify the Administrative Agent, Banks and each other Agent, each Bank and their Affiliates Affiliate thereof and their respective directors, officers, employees, advisors employees and agents (from, and hold each an “Indemnified Party”) from of them harmless against, any and against all losses, settlement costsliabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, penaltiesclaims or damages arise out of or result from any actual or proposed use by the Borrower of the proceeds of any extension of credit by any Bank hereunder or breach by any Loan Party of this Agreement or any other Loan Document or from investigation, litigation (including, without limitation, any actions taken by the Agent or any of the Banks to enforce this Agreement or any of the other Loan Documents) or other proceeding (including, without limitation, any threatened investigation or proceeding) relating to the foregoing, and the Loan Parties shall reimburse the Agent and each Bank, and each Affiliate thereof and their respective directors, officers, employees and agents, upon demand for any expenses (including, without limitation, legal fees) incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation the gross negligence or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use willful misconduct of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating Person to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionbe indemnified.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligencepreparation of this Agreement and the other Loan Papers and, preparationif appropriate, execution and delivery the recordation of any Credit Documentthe Loan Papers (subject to the limitations in Borrower’s commitment letter with Administrative Agent), any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (includinghereunder, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including reasonable fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the , fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by Administrative Agent, each other Agent and each Bank in connection therewith. Borrower shall indemnify each Bank against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority Taxes imposed by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes (other than Taxes in respect of the net income of such Bank). (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agenteach Indemnified Entity (as defined below), each other Agentupon demand, each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, claims, losses, settlement costs, liabilitiesdamages, penalties, claimsfines, damages actions, judgments, suits, settlements, costs, expenses or expenses that disbursements (including reasonable fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever (in this section collectively called “liabilities and costs”) which to any extent (in whole or in part) may be imposed on, incurred by by, or asserted against such Indemnified Entity resulting from the Loan Papers or awarded against the Loans (including any violation or noncompliance with any Applicable Environmental Laws by any Credit Party or any liabilities or duties of any Credit Party or of any Indemnified Party arising out Entity with respect to Hazardous Substances found in or released into the environment). THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR ARE IN ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED ENTITY, provided, only, that no Indemnified Entity shall be entitled under this Section 14.3(b) to receive indemnification for that portion, if any, of any liabilities and costs which is proximately caused by its own individual gross negligence or in connection with willful misconduct, or by reason of (including, without limitation, in connection its own individual actions with any investigation, litigation or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses respect to the extent they are found collateral for the Loan in a finalits possession, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdiction.IT BEING THE INTENTION OF THE PARTIES HERETO THAT NO INDEMNIFIED ENTITY SHALL BE LIABLE FOR THE

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The --------------------------------------------- Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Security Agent, the Documentation Agent and (Ain the case of expenses relating to the issuance of a Letter of Credit) the Issuing Bank, including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent and the Documentation Agent, in connection with the due diligencepreparation of this Agreement and the other Loan Documents, preparation, execution and delivery any primary or secondary syndication of any Credit Documentthe credit facilities hereunder, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each BankAgent, the Security Agent, any Issuing Bank or any Lender, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency bankruptcy and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank Lender against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Documentthis Agreement or the other Loan Documents. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, the Security Agent, the Documentation Agent, each other Issuing Bank and each Lender and hold the Agent, the Security Agent, each Issuing Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) Lender harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by any Lender (or by the Agent, the Documentation Agent, the Security Agent or any Issuing Bank in connection with its actions as such) in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) not the Credit DocumentsAgent, the use of Documentation Agent, the proceeds thereofSecurity Agent, such Issuing Bank or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is such Lender shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of any legal Loan Document or other expenses incurred in connection with investigating any actual or defending any proposed use of the foregoing, proceeds of Loans or Letters of Credit hereunder; provided that neither the foregoing indemnity and reimbursement obligations will notAgent, as the -------- Documentation Agent, the Security Agent, any Issuing Bank nor any Lender shall have the right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or be indemnified hereunder for its own gross negligence of such Indemnified Party or wilful misconduct as determined in the final judgment of by a court of competent jurisdiction. (c) The provisions of this Section 9.03 shall remain in effect and survive regardless of any termination of this Agreement or the repayment of the Obligations.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date Franklin Electric shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent (but subject to the provisions of the Agent's Letter Agreement), in connection with the due diligence, preparation, execution preparation of this Agreement and delivery of any Credit Documentthe other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder and (B) in connection with or thereunder that has occurred and, to the administration and syndication (including, without limitation, printing and distribution) knowledge of the credit facility provided hereby Agent, is continuing and (ii) if an Event a Default occurs and, to the knowledge of Default occursthe Agent or such Bank (as the case may be), is continuing all reasonable out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. The Borrower , including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. (b) Franklin Electric shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Documentthis Agreement or the other Loan Documents. (bc) Whether or not Franklin Electric shall indemnify the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummatedAgent, the Borrower agrees to indemnify the Administrative Agent, Banks and each other Agent, each Bank and their Affiliates Affiliate thereof and their respective directors, officers, employees, advisors employees and agents (from, and hold each an “Indemnified Party”) from of them harmless against, any and against all losses, settlement costsliabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, penaltiesclaims or damages arise out of or result from any actual or proposed use by any Borrower of the proceeds of any extension of credit by any Bank hereunder or breach by any Borrower of this Agreement or any other Loan Document or from investigation, litigation (including, without limitation, any actions taken by the Agent or any of the Banks to enforce this Agreement or any of the other Loan Documents) or other proceeding (including, without limitation, any threatened investigation or proceeding) relating to the foregoing, and Franklin Electric shall reimburse the Agent and each Bank, and each Affiliate thereof and their respective directors, officers, employees and agents, upon demand for any expenses (including, without limitation, reasonable legal fees) incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation the gross negligence or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use willful misconduct of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating Person to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionbe indemnified.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthe Financing Documents, any waiver or consent thereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Financing Document. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative AgentAgent and each Bank, each other Agent, each Bank their respective affiliates and their Affiliates and their the respective directors, officers, employees, advisors agents and agents employees of the foregoing (each an “Indemnified Party”"Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoing, proceeds of Loans hereunder; provided that no Indemnitee shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities be indemnified hereunder for such Indemnitees own gross negligence or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs expenses (including but not limited to reasonable legal fees and expenses of counsel to the Administrative Agent, (A) including reasonable fees Agent and disbursements of one firm acting as special counsel for the Administrative Agent, expenses incurred in connection with the due diligencediligence and travel, preparationcourier, execution and delivery of any Credit Document, any waiver or consent thereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitationreproduction, printing and distributiondelivery expenses) of Arranger and Administrative Agent and with the preparation, execution, delivery, administration, amendment, waiver or modification (including proposed amendments, waivers or modifications) of the credit facility provided hereby and Loan Documents, (ii) if an Event of Default occurs, all documentary tax charges relating to any Loan Documents and (iii) out-of-pocket expenses incurred by the Administrative Agent and each Bankor any Lender, including reasonable fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collectionany workout proceeding, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Document. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative AgentAgent and each Lender, each other Agent, each Bank and their respective Affiliates and their the respective directors, officers, employees, advisors agents and agents employees of the foregoing (each an “Indemnified Party”"INDEMNITEE") and hold each Indemnitee harmless from and against any and all losses, settlement costs, liabilities, penaltiesdamages, claims, damages or costs and expenses that may be incurred by or asserted or awarded against of any Indemnified Party arising out of or in connection with or by reason of kind (including, without limitation, the reasonable fees and disbursements of counsel for any Indemnitee in connection with any investigationinvestigative, litigation administrative or proceeding judicial proceeding, whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto) which may be incurred by any Indemnitee, and relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoing, proceeds of Loans hereunder; provided that no Indemnitee shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses be indemnified hereunder to the extent they are found in determined by a final, non-appealable order final judgment of a court of competent jurisdiction to have resulted from been incurred solely by reason of the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnified Party as determined in Person. The Borrower shall not be liable for any settlement effected without the final judgment of a court of competent jurisdictionBorrower's consent, which consent shall not be unreasonably withheld.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs expenses and expenses internal charges of the Administrative Agent, Bank (A) including reasonable fees and disbursements of one firm acting as special counsel for and time charges of attorneys who may be employees of the Administrative Agent, Bank) in connection with the due diligence, preparation, execution and delivery of any Credit Document, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if there is an Event of Default occursDefault, all out-of-pocket expenses and internal charges incurred by the Administrative Agent and each Bank, Bank (including fees and disbursements of counsel (including without limitation and time charges of attorneys who may be employees of the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such PersonBank) in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the Note. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) hold the Bank harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by the Bank in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) not the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is Bank shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoing, proceeds of Loans hereunder; provided that the foregoing indemnity and reimbursement obligations will not, as Bank shall not have the right to any Indemnified Party, apply to losses, claims, damages, liabilities be indemnified hereunder for its own gross negligence or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all documented reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthis Agreement, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including reasonable fees and disbursements of incurred by counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) or in-house counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or the Notes and any Credit Documentand all liabilities with respect to or resulting from any delay or omission (unless solely attributable to such Bank) to pay such taxes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify each Bank, their respective affiliates and the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employeesagents, advisors and agents employees of the foregoing (each an “Indemnified PartyIndemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement damages, costs, liabilities, penalties, claims, damages or demands and expenses that may be incurred by or asserted or awarded against of any Indemnified Party arising out of or in connection with or by reason of (kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by any Indemnitee (or by the Administrative Agent in connection with its actions as Agent hereunder) in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoing, proceeds of Loans hereunder; provided that no Indemnitee shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faithbe indemnified hereunder for its own gross negligence, willful misconduct or gross negligence of such Indemnified Party unlawful conduct as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Company shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative AgentAgents, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative AgentAgents and any local counsel for the Agents, in connection with (x) the due diligencepreparation of the Financing Documents, preparation, execution and delivery of any Credit Document, (y) any waiver or consent thereunder under the Financing Documents or (z) any amendment hereof of the Financing Documents or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby thereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative any Agent and each or Bank, including reasonable fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower Company shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthe Financing Documents. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower The Company agrees to indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (hold each an “Indemnified Party”) Bank harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by any Bank (or by any Agent in connection with its actions as Agent) in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation not such Bank shall be designated a party thereto) relating to or arising out of a defense in connection therewith) the Credit Financing Documents, the use of the proceeds thereof, Collateral or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, ; provided that no Bank shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities be indemnified hereunder for its own gross negligence or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurred, the Each Borrower severally agrees to pay its pro rata share of (i) all reasonable out-of-pocket costs and expenses of each Agent and the Administrative Agent's affiliates, (A) including reasonable the fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution negotiation and delivery closing of any Credit Documentthis Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent thereunder hereunder or any amendment hereof or hereof, any waiver of any Event of Default or alleged Event of Default hereunder hereunder, and (B) any termination hereof, provided, that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby Borrowers to which they relate based upon their pro rata share thereof and (ii) if an Event of Default occursoccurs with respect to such Borrower, all reasonable out-of-pocket expenses incurred by the Administrative each Agent and each BankBank in connection therewith, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other Agents and the Banks plus any local counsel that counsel for such Person) the Agents and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Each Borrower shall severally agrees to indemnify the Administrative Agent, each other Agent and each Bank against its pro rata share of any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the other Loan Documents. (b) Whether or not In consideration of the Effective Date shall have occurred execution and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agent, each other Agent, delivery of this Agreement by each Bank and their Affiliates the extension of the Commitments, each Borrower hereby severally indemnifies, exonerates and holds each Agent and each Bank and each of their respective officers, directors, officers, employees, advisors employees and agents (each an “collectively, the "Indemnified Party”Parties") free and harmless from and against any and all actions, causes of action, suits, losses, settlement costs, liabilitiesliabilities and damages, penalties, claims, damages or and expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of therewith (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless irrespective of whether any such Indemnified Party is a party theretoto the action for which indemnification hereunder is sought), including reasonable attorneys' fees and to reimburse each disbursements (collectively, the "Indemnified Party promptly upon demand for Liabilities"), incurred by the Indemnified Parties or any legal of them as a result of, or other expenses incurred in connection with investigating arising out of, or defending relating to: (1) the use by such Borrower of the proceeds of any Loan; and (2) the entering into and performance of this Agreement and any of the foregoingother Loan Documents by any of the Indemnified Parties (including any action brought by or on behalf of such Borrower as the result of any determination pursuant to Article III not to fund any Borrowing, provided but only to the extent that such Borrower is not the prevailing party); except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party's gross negligence or willful misconduct or arising out of any action between or among any Agent and the Banks. If and to the extent that the foregoing indemnity and reimbursement obligations will notundertaking may be unenforceable for any reason, as such Borrower hereby severally agrees to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses make the maximum contribution to the extent they are found in a final, non-appealable order payment and satisfaction of a court each of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionLiabilities which is permissible under applicable law. No Borrower shall be liable for any consequential damages.

Expenses; Documentary Taxes; Indemnification. (aA) Whether or not the Effective Date The Company shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative AgentAgent and the Arrangers, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative AgentAgent and the Arrangers, in connection with the due diligence, preparation, execution and delivery of any Credit Documentnegotiation, any waiver or consent thereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication documentation, syndication, distribution (including, without limitation, printing via the internet), and distribution) administration of the credit facility provided hereby this Agreement, any waiver or consent hereunder or any modification or amendment hereof or any Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and each Bank, including reasonable fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of counsel, independent public accountants and other counsel for such Person) experts, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower Company shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes. (bB) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower The Company agrees to indemnify and defend the Administrative Agent, each other Agent, the Arrangers and each Bank and their Affiliates respective directors, officers, agents, employees and affiliates from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses substantially relating to or arising out of this Agreement or any Borrower's actual or proposed use of proceeds of Loans hereunder, including but not limited to reasonable attorney's fees and settlement costs; provided that (x) the foregoing indemnity shall not apply to any losses, liabilities, claims, damages or expenses to the extent that they (i) do not relate to or arise out of this Agreement or (ii) relate solely to the activities of the parties hereto (other than the Company and its Affiliates) in connection herewith and (y) neither the Agent, the Arrangers nor any Bank shall have the right to be indemnified hereunder for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction. (C) In the event that any action taken by any Bank or Agent under this Agreement or any Note results in any tax or other monetary liability to such party pursuant to the laws of Luxembourg or political subdivision or taxing authority thereof (other than taxes on the overall net income of such Bank or its Applicable Lending Office or franchise or similar taxes imposed by Luxembourg to the extent such Bank or its Applicable Lending Office shall be situated in Luxembourg), Masco Europe hereby agrees to indemnify such Bank or the Agent, as the case may be, against (x) any such tax or other monetary liability and (y) any increase in any tax or other monetary liability which results from such action by such Bank or the Agent and, to the extent Masco Europe makes such indemnification, the incurrence of such liability by the Agent or any Bank will not constitute a Default. (D) To the extent permitted by applicable law, neither Borrower shall assert, and each Borrower hereby waives, any claim against the Agent, any Arrangers and any Bank and any of their respective directors, officers, employees, advisors and agents or affiliates, on any theory of liability, for special, indirect, consequential or punitive damages (each an “Indemnified Party”as opposed to direct or actual damages) from and against all losses, settlement costs, liabilities, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitationof, in connection with with, or as a result of, this Agreement or any investigationagreement or instrument contemplated hereby, litigation the execution, delivery and performance by the Borrowers of this Agreement, the borrowing of any Loan, the issuance of any Letter of Credit hereunder or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative AgentBank, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative AgentBank, in connection with the due diligence, preparation, execution preparation of this Agreement and delivery of any Credit Documentthe other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby or thereunder and (ii) if an Event of a Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. , including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. (b) The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Documentthis Agreement or the other Loan Documents. (bc) Whether or not the Effective Date The Borrower shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates each Affiliate thereof and their respective directors, officers, employees, advisors employees and agents (from, and hold each an “Indemnified Party”) from of them harmless against, any and against all losses, settlement costsliabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, penaltiesclaims or damages arise out of or result from any actual or proposed use by the Borrower of the proceeds of any extension of credit by the Bank hereunder or breach by the Borrower of this Agreement or any other Loan Document or from investigation, litigation (including, without limitation, any actions taken by the Bank to enforce this Agreement or any of the other Loan Documents) or other proceeding (including, without limitation, any threatened investigation or proceeding) relating to the foregoing, and the Borrower shall reimburse the Bank, and each Affiliate thereof and their respective directors, officers, employees and agents, upon demand for any expenses (including, without limitation, legal fees) incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation the gross negligence or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use willful misconduct of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating Person to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionbe indemnified.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative AgentAgent and the Lead Arranger, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the preparation of this Agreement and all related documents, the negotiation, closing and syndication of this Agreement and the Loans (including due diligencediligence with respect thereto), preparationthe administration of this Agreement and the Loans, execution and delivery of in connection with any Credit Documentwaiver, any waiver amendment or consent thereunder or any amendment hereof hereunder or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bankor any Lender, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank Lender against any transfertransfer taxes, documentary stamptaxes, registration, recording, excise, intangible or similar mortgage recording taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery or enforcement of any Credit Documentof the Loan Documents. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, the Lead Arranger and each other AgentLender, each Bank their respective affiliates and their Affiliates and their the respective directors, officers, employees, advisors agents and agents employees of the foregoing (each an “Indemnified Party”"Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) brought or threatened relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoing, proceeds of Loans hereunder; provided that no Indemnitee shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities be indemnified hereunder for such Indemnitee's own gross negligence or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. Borrower and Guarantors, jointly and severally, agree to pay (a) Whether or not the Effective Date shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of each Agent and the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special legal counsel for the Administrative AgentLenders as a group, in connection with the due diligencenegotiation, preparationdocumentation and closing of the Credit Facilities, execution and delivery thereafter all reasonable expenses of any Credit Document, each Agent and Lenders in connection with any waiver or consent thereunder hereunder or under the other Loan Documents or any amendment hereof amendment, supplement or replacement of any of the Loan Documents, or any Default or alleged Default hereunder hereunder; and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (iib) if a Default or an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative each Agent and each Bankor Lenders, including fees and disbursements of legal counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Document. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) from and against all losses, settlement costs, liabilities, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of therefrom (including, without limitation, any bankruptcy or other insolvency proceedings), fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by Lenders in connection therewith. Borrower and Guarantors, jointly and severally, indemnify each Agent and each Lender and hold each Agent and each Lender harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind (including, without limitation, the reasonable fees and disbursements of counsel for each Agent and Lenders in connection with any investigationinvestigative, litigation administrative or proceeding judicial proceeding, whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, not Agents or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is Lenders shall be designated a party thereto, and ) which may be incurred by any Agent or any Lender relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of proceeds of the foregoingNotes or the Letters of Credit; PROVIDED THAT NEITHER ANY AGENT NOR ANY LENDER SHALL HAVE THE RIGHT TO BE INDEMNIFIED HEREUNDER FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, provided that the foregoing indemnity and reimbursement obligations will notIT BEING THE INTENTION HEREBY THAT AGENT AND EACH LENDER SHALL BE INDEMNIFIED FOR THE CONSEQUENCES OF ITS NEGLIGENCE (SOLE, as to any Indemnified PartyCONTRIBUTORY, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionCONTINGENT OR OTHERWISE) WHETHER WHOLE OR IN PART.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthis Agreement, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all out-of-pocket reasonable out‑of‑pocket expenses incurred by the Administrative Agent and each or any Bank, including reasonable fees and disbursements of incurred by counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) or in‑house counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or the Notes and any Credit Documentand all liabilities with respect to or resulting from any delay or omission (unless solely attributable to such Bank) to pay such taxes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify each Bank, their respective affiliates and the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employeesagents, advisors and agents employees of the foregoing (each an “Indemnified PartyIndemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement damages, costs, liabilities, penalties, claims, damages or demands and expenses that may be incurred by or asserted or awarded against of any Indemnified Party arising out of or in connection with or by reason of (kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by any Indemnitee (or by the Administrative Agent in connection with its actions as Agent hereunder) in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoing, proceeds of Loans hereunder; provided that no Indemnitee shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faithbe indemnified hereunder for its own gross negligence, willful misconduct or gross negligence of such Indemnified Party unlawful conduct as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthis Agreement, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including reasonable fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency insolvency, and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes, if any. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative AgentAgent and each Bank, each other Agent, each Bank their respective affiliates and their Affiliates and their the respective directors, officers, employeesagents, advisors attorneys and agents employees of the foregoing (each an “Indemnified PartyIndemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) relating to reimburse each or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder (the “Indemnified Party promptly upon demand Liabilities”); provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct. No Indemnitee shall be liable for any legal damages arising from the use by others of information or other expenses incurred materials obtained through internet, Posting Website or other similarly available electronic media in connection with investigating the electronic posting of financial statements, certificates, reports or defending any of the foregoing, other information to a Posting Website as provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found for in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or Section 9.01 hereof unless such Indemnitee has engaged in gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionor willful misconduct.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date Borrower -------------------------------------------- shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligencepreparation of this Agreement and the other Loan Papers and, preparationif appropriate, execution and delivery the recordation of any Credit Documentthe Loan Papers, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (includinghereunder, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative each Agent and each Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by each other Agent and each Bank in connection therewith. Borrower shall indemnify each Bank against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority Taxes imposed by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agent, each other Agent, Agent and each Bank and their Affiliates hold each Agent and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) Bank harmless from and against any and all liabilities, losses, settlement costsdamages, liabilities, penalties, claims, damages or costs and expenses that may be incurred by or asserted or awarded against of any Indemnified Party arising out of or in connection with or by reason of kind (including, without limitation, the reasonable fees and disbursements of counsel for each Agent and each Bank in connection with any investigationinvestigative, litigation administrative or proceeding judicial proceeding, whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Bank shall be designated a party thereto, and ) which may be incurred by any Agent or any Bank relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of proceeds of the foregoing, Loan; provided that no Bank -------- ---- shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or be indemnified hereunder for its own gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionor willful misconduct, IT BEING THE INTENTION HEREBY THAT EACH BANK AND EACH AGENT SHALL BE INDEMNIFIED FOR THE CONSEQUENCES OF ITS OWN ORDINARY NEGLIGENCE.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to promptly pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution negotiation and delivery closing of any Credit Documentthis Agreement and the Loan Documents, the syndication of and the administration of the facility established hereby, any waiver or consent thereunder hereunder or any amendment hereof or thereof or any waiver of any Default or alleged Default hereunder Default, and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby any termination hereof or thereof and (ii) if an Event of a Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including reasonable fees and disbursements of counsel (including without limitation the reasonably reasonable allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other Bank, and each of their Affiliates, and the officers, directors and employees of the Agent, each Bank Bank, and their Affiliates and their respective directorseach such Affiliate (each, officers, employees, advisors and agents (each an a “Indemnified PartyCovered Person”) and hold each Covered Person harmless from and against any and all losses, settlement costs, liabilities, penalties, claims, damages or expenses that Liabilities which may be incurred by or asserted or awarded against any Indemnified Party such Covered Person, in each case arising out of or in connection with any investigative, administrative or by reason of judicial proceeding (including, without limitation, in connection with any investigation, litigation whether or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Covered Person shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or the Loan Documents or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoingproceeds of Loans hereunder, provided that no Covered Person shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they be indemnified hereunder for Liabilities that are found determined in a final, non-appealable order of nonappealable judgment by a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or such Covered Person’s gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionor willful misconduct.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthis Agreement, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including reasonable fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency insolvency, and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative AgentAgent and each Bank, each other Agent, each Bank their respective affiliates and their Affiliates and their the respective directors, officers, employees, advisors agents and agents employees of the foregoing (each an “Indemnified PartyIndemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) relating to reimburse each or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder (the “Indemnified Party promptly upon demand Liabilities”); provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction. No Indemnitee shall be liable for any legal damages arising from the use by others of information or other expenses incurred materials obtained through internet, IntraLinks or other similarly available electronic media in connection with investigating the electronic posting of financial statements, certificates, reports or defending any of the foregoing, other information to a Posting Website as provided that the foregoing indemnity and reimbursement obligations will not, for in Section 9.01 hereof unless such Indemnitee has engaged in gross negligence or willful misconduct as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of determined by a court of competent jurisdiction with respect to have resulted from the bad faith, willful misconduct or gross negligence of access to such Indemnified Party as determined in the final judgment of a court of competent jurisdictioninformation.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurred, the The Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable the fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution negotiation and delivery closing of any Credit Documentthis Agreement and the other Loan Documents, any waiver or consent thereunder hereunder or any amendment hereof hereof, any waiver of any Default or any Event of Default or alleged Default hereunder or Event of Default hereunder, and (B) in connection with the administration and syndication (includingany termination hereof, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if a Default or an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, its Affiliates and each Bank, including fees and disbursements of counsel (including without limitation the reasonably reasonable allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in-house counsel), in connection with such Default or Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall agrees to indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or similar charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other Agent, its Affiliates and each Bank and their hold the Agent, its Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) Bank harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by the Agent, any of its Affiliates or any Bank in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) not the Credit DocumentsAgent, the use of the proceeds thereof, its Affiliate or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is Bank shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or the other Loan Documents or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoingproceeds of Loans, provided that the foregoing indemnity Agent, its Affiliates and reimbursement obligations will not, as the Banks shall not have the right to any Indemnified Party, apply to losses, claims, damages, liabilities be indemnified hereunder for their own gross negligence or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as finally determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (aA) Whether or not the Effective Date The Company shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative AgentAgent and the Arrangers, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative AgentAgent and the Arrangers, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthis Agreement, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and each Bank, including reasonable fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower Company shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes. (bB) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower The Company agrees to indemnify and defend the Administrative Agent, each other Agent, the Arrangers and each Bank and their Affiliates and their respective directors, officers, employeesagents, advisors employees and agents (affiliates from, and hold each an “Indemnified Party”) from of them harmless against, any and against all losses, liabilities, claims, damages or expenses substantially relating to or arising out of this Agreement or any Borrower's actual or proposed use of proceeds of Loans hereunder, including but not limited to reasonable attorney's fees and settlement costs; provided that (x) the foregoing indemnity shall not apply to any losses, liabilities, penalties, claims, damages or expenses that may be incurred by (i) do not relate to or asserted or awarded against any Indemnified Party arising arise out of this Agreement or (ii) relate to the activities of the parties hereto (other than the Company and its Affiliates) in connection with or by reason of herewith and (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewithy) neither the Credit DocumentsAgent, the use of Arrangers nor any Bank shall have the proceeds thereof, right to be indemnified hereunder for its own gross negligence or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of by a court of competent jurisdiction. (C) In the event that any action taken by any Bank or Agent under this Agreement or any Note results in any tax or other monetary liability to such party pursuant to the laws of Luxembourg or political subdivision or taxing authority thereof (other than taxes on the overall net income of such Bank or its Applicable Lending Office or franchise or similar taxes imposed by Luxembourg to the extent such Bank or its Applicable Lending Office shall be situated in Luxembourg), Masco Europe hereby agrees to indemnify such Bank or the Agent, as the case may be, against (x) any such tax or other monetary liability and (y) any increase in any tax or other monetary liability which results from such action by such Bank or the Agent and, to the extent Masco Europe makes such indemnification, the incurrence of such liability by the Agent or any Bank will not constitute a Default.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Banks and the Agent, in connection with the due diligence, preparation, execution preparation of this Agreement and delivery of any Credit Documentthe other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default or alleged hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby or thereunder and (ii) if an Event of a Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. , including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. (b) The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Documentthis Agreement or the other Loan Documents. (bc) Whether or not The Borrower shall indemnify the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummatedAgent, the Borrower agrees to indemnify the Administrative Agent, Banks and each other Agent, each Bank and their Affiliates Affiliate thereof and their respective directors, officers, employeesemployees and agent from, advisors and agents (hold each an “Indemnified Party”) from of them harmless against, any and against all losses, settlement costsliabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, penaltiesclaims or damages arise out of or result from any actual or proposed use by the Borrower of the proceeds of any extension of credit by any Bank hereunder or breach by the Borrower of this Agreement or any other Loan Document or from investigation, litigation (including, without limitation, any actions taken by the Agent or any of the Banks to enforce this Agreement or any of the other Loan Documents) or other proceeding (including, without limitation, any threatened investigation or proceeding) relating to the foregoing, and the Borrower shall reimburse the Agent and each Bank, and each Affiliate thereof and their respective directors, officers, employees and agent, upon demand for any expenses (including, without limitation, legal fees) incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation the gross negligence or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use willful misconduct of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating Person to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionbe indemnified.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution preparation of this Agreement and delivery of any Credit Documentthe other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby or thereunder and (ii) if an Event of a Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. , including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. (b) The Borrower shall indemnify the Administrative Agent, each other Agent the Arranger and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Documentthis Agreement or the other Loan Documents. (bc) Whether or not The Borrower shall indemnify the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummatedAgent, the Borrower agrees to indemnify Arranger, the Administrative Agent, Banks and each other Agent, each Bank and their Affiliates Affiliate thereof and their respective directors, officers, employees, advisors employees and agents (from, and hold each an “Indemnified Party”) from of them harmless against, any and against all losses, settlement costsliabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, penaltiesclaims or damages arise out of or result from any actual or proposed use by the Borrower of the proceeds of any extension of credit by any Bank hereunder or breach by the Borrower of this Agreement or any other Loan Document or from investigation, litigation (including, without limitation, any actions taken by the Agent or any of the Banks to enforce this Agreement or any of the other Loan Documents) or other proceeding (including, without limitation, any threatened investigation or proceeding) relating to the foregoing, and the Borrower shall reimburse the Agent, the Arranger and each Bank, and each Affiliate thereof and their respective directors, officers, employees and agents, upon demand for any expenses (including, without limitation, legal fees) incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation the gross negligence or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use willful misconduct of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating Person to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionbe indemnified.

Expenses; Documentary Taxes; Indemnification. (a) Whether or Each Borrower, severally and not the Effective Date shall have occurredjointly, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Operations Agent, (A) including reasonable the fees and disbursements of one firm acting as special counsel for the Administrative Operations Agent, in connection with the due diligence, preparation, execution negotiation and delivery closing of any Credit Documentthis Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent thereunder hereunder or any amendment hereof hereof, any waiver of any Default or any Event of Default or alleged Default hereunder or Event of Default hereunder, and (B) in connection with the administration and syndication (includingany termination hereof, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if a Default or an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative each Agent and each Bank, including fees and disbursements of counsel (including without limitation the reasonably reasonable allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in-house counsel), in connection with such Default or Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The ; provided, however, that any such amounts payable in connection with a Default or Event of Default by a particular Borrower or arising out of or relating to the Loans made to a particular Borrower shall only be payable out of the assets of such Borrower and no other Borrower. Each Borrower, severally and not jointly, agrees to indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or any Credit Documentof the other Loan Documents. All amounts to be paid pursuant to this clause (a) (other than pursuant to clause (ii) of the first sentence of this clause (a)) shall be paid by the Borrowers pro rata based on their relative Maximum Amounts or based on such other method as the Boards of Directors or Boards of Trustees, as applicable, of the Entities shall determine with prior written notice to the Operations Agent. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Each Borrower severally agrees to indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directorsits Affiliates, officers, employeesdirectors, advisors and agents employees (each, a "Covered Person") and hold each an “Indemnified Party”) Covered Person harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be suffered or incurred by such Covered Person in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Covered Person shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or the Loan Documents or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoingproceeds of Loans to that Borrower hereunder, provided that no Covered Person shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found be indemnified hereunder if it is determined in a final, non-appealable order of final nonappealable judgment by a court of competent jurisdiction to have resulted from that such liability, loss, damage, cost or expense was directly the bad faith, willful misconduct or result of such Covered Person's own gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionor willful misconduct.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthis Agreement, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including reasonable fees and disbursements of incurred by counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) or in-house counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or the Notes and any Credit Documentand all liabilities with respect to or resulting from any delay or omission (unless solely attributable to such Bank) to pay such taxes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify each Bank, their respective affiliates and the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employeesagents, advisors and agents employees of the foregoing (each an “Indemnified Party”"Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by any Indemnitee (or by the Administrative Agent in connection with its actions as Agent hereunder) in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoing, proceeds of Loans hereunder; provided that no Indemnitee shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faithbe indemnified hereunder for its own gross negligence, willful misconduct or gross negligence of such Indemnified Party unlawful conduct as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative AgentAgents, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative AgentAgents, in connection with the due diligence, preparation, execution preparation and delivery administration of any Credit each Loan Document, any waiver or consent thereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (includingDefault, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative any Agent and each or Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthe Loan Documents. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and their its respective Affiliates and their the respective directors, officers, employees, agents and advisors of such Bank and agents such Bank's Affiliates (each of the foregoing being an “"Indemnified Party”Person") and hold each Indemnified Person harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnified Person (or by any Agent (together with its officers, directors, employees, agents and advisors and Affiliates) in connection with its actions as Agent hereunder) in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any not such Indemnified Party is Person shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any arising out of the foregoing, Loan Documents or any actual or proposed use of proceeds of Loans hereunder; provided that no Indemnified Person shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or be indemnified hereunder for its own gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionor willful misconduct.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to promptly pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution negotiation and delivery closing of any Credit Documentthis Agreement and the Loan Documents, the syndication of the facility established hereby, any waiver or consent thereunder hereunder or any amendment hereof or any waiver of any Default or Event of Default or alleged Default hereunder or Event of Default hereunder, and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby any amendment or termination hereof and (ii) if a Default or an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Default or Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or similar charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other AgentAgent (and any sub-agent thereof), each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents each Related Party of any of the foregoing Persons (each such Person being called an “Indemnified PartyIndemnitee”) from against, and against hold each Indemnitee harmless from, any and all losses, settlement costs, liabilities, penalties, claims, damages or damages, liabilities and related expenses that may be (including the fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted or awarded against any Indemnified Party Indemnitee by any Person (including the Borrower) other than such Indemnitee and its Related Parties arising out of or in connection with or by reason of (including, without limitationof, in connection with any investigationwith, litigation or proceeding or preparation as a result of a defense in connection therewith(i) the Credit Documentsexecution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 2.13), (ii) any Loan or the use or proposed use of the proceeds thereoftherefrom or, (iii) any actual or any related transaction or any prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower, and regardless of whether any Indemnified Party Indemnitee is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, ; provided that the foregoing such indemnity and reimbursement obligations will shall not, as to any Indemnified PartyIndemnitee, apply be available to the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnified Indemnitee. Without limiting the provisions of Section 2.13(c), this Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Bank severally agrees to pay to the Agent (or any such sub-agent) or such Related Party, as the case may be, such Bank’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Bank’s share of the total outstanding amount of the Loans outstanding at such time) of such unpaid amount (including any such unpaid amount in the final judgment respect of a court claim asserted by such Bank), such payment to be made severally among them based on such Bank’s Commitment Percentage (determined as of competent jurisdictionthe time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Agent (or any such sub-agent) in connection with such capacity. The obligations of the Banks under this subsection (c) are subject to the provisions of Section 2.03. (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) All payments due under this Section shall be payable not later than ten (10) Business Days after demand therefor. (f) The agreements of this Section and the indemnity provisions of Section 9.03(b) shall survive the resignation of the Agent, the replacement of any Bank, the termination of the Aggregate Commitment Amount and the repayment, satisfaction or discharge of all the other Obligations.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurred, the The Borrower agrees (a) to pay (i) or reimburse the Administrative Agent for all out-of-pocket reasonable costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, incurred in connection with the due diligencedevelopment, preparation, negotiation and execution of this Agreement and delivery the other Loan Documents and any amendment, waiver, consent or other modification of any Credit Documentthe provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), any waiver or consent thereunder or any amendment hereof or any Default or alleged Default hereunder and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (Bb) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred after an Event of Default in connection with the administration enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if expenses incurred after an Event of Default occursduring any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and each Bank, including fees and disbursements the cost of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in connection with such Event of Default and collection, bankruptcy, insolvency independent public accountants and other enforcement proceedings resulting therefromoutside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.03(a) shall be payable within ten Business Days after demand therefor. The Borrower agreements in this Section shall indemnify survive the Administrative Agent, each other Agent and each Bank against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason termination of the execution Commitments and delivery repayment of any Credit Documentall other Obligations. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be are consummated, the Borrower agrees to shall indemnify the Administrative and hold harmless each Agent-Related Person, each other Agent, each Bank and their Affiliates Lender and their respective Affiliates, directors, officers, employees, advisors counsel, agents and agents attorneys-in-fact (each an collectively the “Indemnified PartyIndemnitees”) from and against any and all liabilities, obligations, losses, settlement costs, liabilitiesdamages, penalties, claims, damages demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or expenses that nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any Indemnified Party such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or by reason administration of (includingany Loan Document or any other agreement, without limitation, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any investigationCommitment, litigation Loan or proceeding Letter of Credit or preparation of a defense in connection therewith) the Credit Documents, the use or proposed use of the proceeds thereoftherefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) any related transaction actual or any prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnified Party Indemnitee is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of thereto (all the foregoing, collectively, the “Indemnified Liabilities”) provided that the foregoing such indemnity and reimbursement obligations will shall not, as to any Indemnified PartyIndemnitee, apply be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses to the extent they disbursements are found in a final, non-appealable order of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnified Party as determined Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the final judgment Effective Date). All amounts due under this Section 9.03(b) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of a court the Administrative Agent, the replacement of competent jurisdictionany Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all documented reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthis Agreement, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all out-of-pocket documented reasonable out‑of‑pocket expenses incurred by the Administrative Agent and each or any Bank, including reasonable fees and disbursements of incurred by counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) or in‑house counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank Party against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the Notes and any Credit Documentand all liabilities with respect to or resulting from any delay or omission (unless solely attributable to such Bank) to pay such taxes. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank Party, their respective affiliates and their Affiliates and their the respective directors, officers, employees, advisors officers and agents employees of the foregoing (each an “Indemnified PartyIndemnitee”) and hold eachIndemnitee harmless from and against all lossesagrees in writing to maintain the confidentiality of such information on terms substantially similar to those of this Section as if it were a “Bank” party hereto, settlement costs, liabilities, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out and (e) right to disclose Confidential Information to its affiliates if such affiliate agrees in writing to maintain the confidentiality of or in connection with or by reason such information on terms substantially similar to those of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of this Section. Notwithstanding the foregoing, regardless of whether any Indemnified Party is such information supplied to a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Bank Party, apply Participant, prospective Participant or prospective Assignee under this Agreement shall cease to lossesbe Confidential Information if it is or becomes known to such Person by other than unauthorized disclosure, claims, damages, liabilities or related expenses to the extent they are found in if it becomes a final, non-appealable order matter of public knowledge other than as a result of a court breach of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of this Section by such Indemnified Party as determined in the final judgment of a court of competent jurisdictionPerson.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative AgentAgent and the Issuing Bank, (A) including reasonable fees and disbursements of one firm acting as any special counsel for to the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthe Financing Documents, any waiver or consent thereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Agent, the Issuing Bank or any Bank, including reasonable fees and disbursements of counsel (counsel, including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in-house counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify each Bank, the Administrative Agent, each other Agent and each the Issuing Bank against (A) any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of the Financing Documents and (B) all costs, expenses and taxes, assessments or other charges incurred in connection with any Credit Documentfiling, registration, recording or perfection of any Lien contemplated by any of the Financing Documents or any document referred to therein or the filing or recording of any termination statement with respect to the release of any Lien on any Collateral. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates the Issuing Bank and their respective directorshold the Agent, officers, employees, advisors each Bank and agents (each an “Indemnified Party”) the Issuing Bank harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by the Agent, any Bank or the Issuing Bank in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) not the Credit DocumentsAgent, such Bank or the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is Issuing Bank shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any arising out of the foregoing, Financing Documents or any actual or proposed use of Letters of Credit or proceeds of Loans hereunder; provided that neither the foregoing indemnity and reimbursement obligations will not, as Agent nor the Issuing Bank or any Bank shall have the right to any Indemnified Party, apply to losses, claims, damages, liabilities be indemnified hereunder for its own gross negligence or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthis Agreement, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including reasonable fees and disbursements of incurred by counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) or in-house counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or the Notes and any Credit Documentand all liabilities with respect to or resulting from any delay or omission (unless solely attributable to such Bank) to pay such taxes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify each Bank, their respective affiliates and the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employeesagents, advisors and agents employees of the foregoing (each an “Indemnified Party”"Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement damages, costs, liabilities, penalties, claims, damages or demands and expenses that may be incurred by or asserted or awarded against of any Indemnified Party arising out of or in connection with or by reason of (kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by any Indemnitee (or by the Administrative Agent in connection with its actions as Agent hereunder) in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoing, proceeds of Loans hereunder; provided that no Indemnitee shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faithbe indemnified hereunder for its own gross negligence, willful misconduct or gross negligence of such Indemnified Party unlawful conduct as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurred, the The Borrower agrees to promptly pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Operations Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Operations Agent, in connection with the due diligence, preparation, execution review, negotiation and delivery closing of any Credit Documentthis Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent thereunder hereunder or any amendment hereof hereof, any waiver of any Default or any Event of Default or alleged Default hereunder or Event of Default hereunder, and (B) in connection with the administration and syndication (includingany termination hereof, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if a Default or an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Operations Agent and each Bank, including fees and disbursements of counsel (including without limitation the reasonably reasonable allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in-house counsel), in connection with such Default or Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall agrees to indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other Operations Agent, each Bank and each of their Affiliates and their respective directorsAffiliates, officers, employeesdirectors, advisors and agents employees (each an each, a “Indemnified PartyCovered Person”) and hold each Covered Person harmless from and against any and all losses, settlement costs, liabilities, penalties, claims, damages or expenses that Liabilities which may be incurred by or asserted or awarded against any Indemnified Party such Covered Person, in each case arising out of or in connection with any investigative, administrative or by reason of judicial proceeding (including, without limitation, in connection with any investigation, litigation whether or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Covered Person shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or the Loan Documents or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoingproceeds of Loans, provided that no Covered Person shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they be indemnified hereunder for Liabilities that are found determined in a final, non-appealable order of nonappealable judgment by a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or such Covered Person’s gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionor willful misconduct.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurred, the Each Borrower severally agrees to pay its pro rata share of (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable the fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution negotiation and delivery closing of any Credit Documentthis Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent thereunder hereunder or any amendment hereof or hereof, any waiver of any Event of Default or alleged Event of Default hereunder hereunder, and (B) any termination hereof, provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby Borrowers to which they relate based upon their pro rata share thereof and (ii) if an Event of Default occursoccurs with respect to such Borrower, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each BankBank in connection therewith, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other Administrative Agent and the Banks plus any local counsel that counsel for such Person) the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Each Borrower shall severally agrees to indemnify the Administrative Agent, each other Agent and each Bank against its pro rata share of any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Documentthis Agreement or the other Loan Documents. (b) Whether or not In consideration of the Effective Date shall have occurred execution and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agent, each other Agent, delivery of this Agreement by each Bank and their Affiliates the extension of the Commitments, each Borrower hereby severally indemnifies, exonerates and holds the Administrative Agent and each Bank and each of their respective officers, directors, officerspartners (solely to the extent a Bank is a partnership and such partners are acting in their capacity as partners operating a business), employees, advisors employees and agents (each an collectively, the “Indemnified PartyParties”) free and harmless from and against any and all actions, causes of action, suits, losses, settlement costs, liabilitiesliabilities and damages, penaltiesand expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), claimsincluding reasonable attorneys’ fees and disbursements (collectively, damages or expenses that may be the “Indemnified Liabilities”), incurred by the Indemnified Parties or asserted any of them as a result of, or awarded against arising out of, or relating to: (i) the use by such Borrower of the proceeds of any Loan; or (ii) the entering into and performance of this Agreement and any of the other Loan Documents by any of the Indemnified Parties (including any action brought by or on behalf of such Borrower as the result of any determination pursuant to Article III not to fund any Borrowing, but only to the extent that such Borrower is not the prevailing party); except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party arising out of or in connection with or by reason of the relevant Indemnified Party’s gross negligence or willful misconduct or arising solely out of any claim, action, suit, inquiry, litigation, investigation or proceeding that does not involve an Event of Default by such Borrower and that is brought solely by one or more Indemnified Parties against one or more other Indemnified Parties. If and to the extent that the foregoing undertaking may be unenforceable for any reason, such Borrower hereby severally agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party (includingand each of their respective officers, without limitationdirectors, partners (solely to the extent a Bank is a partnership and such partners are acting in their capacity as partners operating a business), employees and agents), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with with, or as a result of, this Agreement, any investigationother Loan Document or any agreement or instrument contemplated hereby, litigation any Loan or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, . (c) The agreements in this Section shall survive the termination of a Commitment or any related transaction or any claim, litigation, investigation or proceeding relating to any the Commitments and the payment of the foregoing, regardless of whether any Indemnified Party is a party thereto, Loans and to reimburse each Indemnified Party promptly upon demand for any legal or all other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionamounts payable hereunder.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, ) in connection with the due diligence, preparation, execution preparation of this Agreement and delivery of any Credit Documentthe other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default hereunder or alleged Default hereunder and (B) in connection with the administration and syndication (includingthereunder, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bankof the Lenders, including fees and disbursements of counsel (including without limitation of the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) Administrative Agent and each Lender, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. from any Event of Default, including reasonable out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. (b) The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank Lenders against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the other Loan Documents; provided that no Assignee shall be entitled to receive any Credit Documentgreater payment under this subsection (b) than the related transferor Lender would have been entitled to receive. (bc) Whether or not the Effective Date Borrower shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agent, each other Agent, Lender and each Bank and their Affiliates Affiliate thereof and their respective directors, officers, employeesemployees and, advisors agents from, and agents (hold each an “Indemnified Party”) from of them harmless against, any and against all losses, settlement costsliabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, penaltiesclaims or damages arise out of or result from or relate in any way to this Agreement or the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, from any use by the Borrower of the proceeds of any extension of credit by any Lender hereunder or breach by the Borrower of this Agreement or any other Loan Document), and the Borrower shall reimburse the Administrative Agent, each Lender and each Affiliate thereof and their respective directors, officers, employees and agents, upon demand for any reasonable out-of-pocket expenses (including, without limitation, legal fees and expenses) incurred in connection with any of the foregoing but excluding any such losses, liabilities, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection the gross negligence or willful misconduct of the Person to be indemnified. Solely with any investigation, litigation or proceeding or preparation of a defense in connection therewith) respect to the Credit DocumentsLenders, the use indemnity provisions of this subsection (c) shall supersede and replace the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, indemnities provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from Lenders by the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined Borrower in the final judgment of a court of competent jurisdictionCommitment Letter.

Expenses; Documentary Taxes; Indemnification. Borrower and the Guarantor Subsidiaries, jointly and severally, agree to pay (a) Whether or not the Effective Date shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative Agent, (A) including Sole Lead Arranger and Joint Bookrunners and the reasonable fees and disbursements of one firm acting as special legal counsel for the Administrative Agent, in connection with the due diligencenegotiation, preparationdocumentation and closing of the Credit Facility, execution and delivery thereafter all reasonable expenses of Administrative Agent, Sole Lead Arranger, Joint Bookrunners and the Lenders in connection with any waiver, approval, or consent hereunder or under the other Loan Documents or any amendment, supplement or replacement of any Credit Documentof the Loan Documents, any waiver or consent thereunder or any amendment hereof or any Default or alleged Default hereunder hereunder; and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (iib) if a Default or an Event of Default occurs, all out-of-pocket expenses incurred by Administrative Agent, Sole Lead Arranger, Joint Bookrunners or the Administrative Agent and each BankLenders, including reasonable fees and disbursements of legal counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Document. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) from and against all losses, settlement costs, liabilities, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of therefrom (including, without limitation, any bankruptcy or other insolvency proceedings), fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by Administrative Agent, Sole Lead Arranger, Joint Bookrunners and the Lenders in connection therewith. Borrower and the Guarantor Subsidiaries, jointly and severally, indemnify Administrative Agent, Sole Lead Arranger, Joint Bookrunners and each Lender (and all officers, directors and Affiliates thereof) and hold Administrative Agent, Sole Lead Arranger, Joint Bookrunners and each Lender (and all officers, directors and Affiliates thereof) harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind (including, without limitation, the reasonable fees and disbursements of counsel for Administrative Agent, Sole Lead Arranger, Joint Bookrunners and the Lenders (and all officers, directors and Affiliates thereof) in connection with any investigationinvestigative, litigation administrative or proceeding judicial proceeding, whether or preparation of a defense in connection therewith) the Credit Documentsnot Agents, the use of the proceeds thereofSole Lead Arranger, Joint Bookrunners or Lenders (or any related transaction officers, directors or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is Affiliates thereof)) shall be designated a party thereto) which may be incurred by Administrative Agent, and Sole Lead Arranger, Joint Bookrunners or any Lender (or any officers, directors or Affiliates thereof) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of proceeds of the foregoingNotes or the Competitive Bid Notes; PROVIDED THAT NEITHER ADMINISTRATIVE AGENT, provided that the foregoing indemnity and reimbursement obligations will notSOLE LEAD ARRANGER, as to any Indemnified PartyJOINT BOOKRUNNERS NOR ANY LENDER (NOR ANY OFFICER, apply to lossesDIRECTOR OR AFFILIATE THEREOF) SHALL HAVE THE RIGHT TO BE INDEMNIFIED HEREUNDER FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, claimsIT BEING THE INTENTION HEREBY THAT ADMINISTRATIVE AGENT, damagesSOLE LEAD ARRANGER, liabilities or related expenses to the extent they are found in a finalJOINT BOOKRUNNERS AND EACH LENDER (AND ALL OFFICERS, non-appealable order of a court of competent jurisdiction to have resulted from the bad faithDIRECTORS AND AFFILIATES THEREOF) SHALL BE INDEMNIFIED FOR THE CONSEQUENCES OF ITS OR HIS NEGLIGENCE (SOLE, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionCONTRIBUTORY, CONTINGENT OR OTHERWISE) WHETHER WHOLE OR IN PART.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrowers shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent (subject to the limitation specified in the Agent's Letter Agreement), in connection with the due diligence, preparation, execution preparation of this Agreement and delivery of any Credit Documentthe other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby or thereunder and (ii) if an Event of a Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. , including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. (b) The Borrower Borrowers shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Documentthis Agreement or the other Loan Documents. (bc) Whether or not The Borrowers shall indemnify the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummatedAgent, the Borrower agrees to indemnify the Administrative Agent, Banks and each other Agent, each Bank and their Affiliates Affiliate thereof and their respective directors, officers, employees, advisors employees and agents (from, and hold each an “Indemnified Party”) from of them harmless against, any and against all losses, settlement costsliabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, penaltiesclaims or damages arise out of or result from any actual or proposed use by any Borrower of the proceeds of any extension of credit by any Bank hereunder or breach by any Borrower of this Agreement or any other Loan Document or from investigation, litigation (including, without limitation, any actions taken by the Agent or any of the Banks to enforce this Agreement or any of the other Loan Documents) or other proceeding (including, without limitation, any threatened investigation or proceeding) relating to the foregoing, and the Borrowers shall reimburse the Agent and each Bank, and each Affiliate thereof and their respective directors, officers, employees and agents, upon demand for any expenses (including, without limitation, legal fees) incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation the gross negligence or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use willful misconduct of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating Person to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionbe indemnified.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all documented reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthis Agreement, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all out-of-pocket documented reasonable out‑of‑pocket expenses incurred by the Administrative Agent and each or any Bank, including reasonable fees and disbursements of incurred by counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) or in‑house counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank Party against any transfertransfer Taxes, documentary stamp, registration, recording, excise, intangible or similar taxesTaxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the Notes and any Credit Documentand all liabilities with respect to or resulting from any delay or omission (unless solely attributable to such Bank) to pay such Taxes. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank Party, their respective affiliates and their Affiliates and their the respective directors, officers, employees, advisors officers and agents employees of the foregoing (each an “Indemnified PartyIndemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement damages, costs, liabilities, penalties, claims, damages or demands and expenses that may be incurred by or asserted or awarded against of any Indemnified Party arising out of or in connection with or by reason of (kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by any Indemnitee (or by the Administrative Agent in connection with its actions as Agent hereunder) in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoing, proceeds of Loans hereunder; provided that no Indemnitee shall have the foregoing indemnity and reimbursement obligations will notright to be indemnified hereunder for its own gross negligence, willful misconduct or unlawful conduct as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in determined by a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery of any Credit Document, any waiver or consent thereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Personpay all Expenses on demand. (b) in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall pay all and indemnify the Administrative Agent, each other Agent and each Bank Lender against any transferand all transfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments assessments, or charges made by any Governmental Authority and imposed by reason of the execution and delivery of this Agreement, any Credit Documentof the Loan Documents, or any other document, instrument or agreement entered into in connection herewith. (bc) Whether or not the Effective Date Borrower shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agentindemnify, each other Agentprotect, each Bank defend and their Affiliates hold harmless Lender and their respective its directors, officers, employeesagents, advisors employees and agents attorneys (each collectively, the “Indemnified Persons” and individually, an “Indemnified PartyPerson”) from and against (i) any and all losses, settlement costs, liabilities, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related liabilities, deficiencies, judgments, costs and expenses (including attorneys’ fees and attorneys’ fees incurred pursuant to proceedings arising under the Bankruptcy Code) incurred by any Indemnified Person (except to the extent they are found in a final, non-appealable order of a court of competent jurisdiction that it is finally judicially determined to have resulted from the bad faith, gross negligence or willful misconduct of any Indemnified Person) arising out of or by reason of any litigations, investigations, claims or proceedings (whether administrative, judicial or otherwise), including discovery, whether or not Lender is designated a party thereto, which arise out of or are in any way related to (1) this Agreement, the Loan Documents or the transactions contemplated hereby or thereby, (2) any actual or proposed use by Borrower of the proceeds of the Loans, or (3) Lender’s entering into this Agreement, the Loan Documents or any other agreements and documents relating hereto; (ii) any such losses, claims, damages, liabilities, deficiencies, judgments, costs and expenses arising out of or by reason of the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence on, under or about Borrower’s operations or property or property leased by Borrower of any material, substance or waste which is or becomes designated as Hazardous Materials; and (iii) any such losses, claims, damages, liabilities, deficiencies, judgments, costs and expenses incurred in connection with any remedial or other action taken by Borrower or Lender in connection with compliance by Borrower with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines (except to the extent that it is finally judicially determined to have resulted from the gross negligence or willful misconduct of any Indemnified Person). If and to the extent that the obligations of Borrower hereunder are unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such Indemnified Party as determined obligations to Lender which is permissible under applicable law. (d) Borrower’s obligations under this Section 9.3 and under Section 8.2 shall survive any termination of this Agreement and the Loan Documents and the payment in full of the final judgment Obligations, and are in addition to, and not in substitution of, any other of a court of competent jurisdictionits obligations set forth in this Agreement.

Expenses; Documentary Taxes; Indemnification. Borrowers, jointly and severally, agree to pay (a) Whether or not the Effective Date shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of Agent and the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special legal counsel for the Administrative AgentLenders as a group, in connection with the due diligencenegotiation, preparationdocumentation and closing of the Credit Facilities, execution and delivery thereafter all reasonable expenses of any Credit Document, Agent and Lenders in connection with any waiver or consent thereunder hereunder or under the other Loan Documents or any amendment hereof amendment, supplement or replacement of any of the Loan Documents, or any Default or alleged Default hereunder hereunder; and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (iib) if a Default or an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bankor Lenders, including fees and disbursements of legal counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefromtherefrom (including, without limitation, any bankruptcy or other insolvency proceedings), fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by Lenders in connection therewith. The Borrower shall Borrowers shall, jointly and severally, indemnify the Administrative Agent, each other Agent and each Bank Lender against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by Taxes (other than Taxes on the income of any Governmental Authority Lender) imposed by reason of the execution and delivery of any Credit Document. (b) Whether this Agreement or not the Effective Date shall have occurred Notes. Borrowers further shall, jointly and whether or not the transactions contemplated hereby shall be consummatedseverally, the Borrower agrees to indemnify the Administrative Agent, Agent and each other Agent, Lender and hold Agent and each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) Lender harmless from and against any and all liabilities, losses, settlement costsdamages, liabilities, penalties, claims, damages or costs and expenses that may be incurred by or asserted or awarded against of any Indemnified Party arising out of or in connection with or by reason of kind (including, without limitation, the reasonable fees and disbursements of counsel for Agent and Lenders in connection with any investigationinvestigative, litigation administrative or proceeding judicial proceeding, whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, not Agent or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is Lenders shall be designated a party thereto, and ) which may be incurred by Agent or any Lender relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of proceeds of the foregoingNotes or the Letters of Credit; PROVIDED THAT NEITHER AGENT NOR ANY LENDER SHALL HAVE THE RIGHT TO BE INDEMNIFIED HEREUNDER FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionIT BEING THE INTENTION HEREBY THAT AGENT AND EACH LENDER SHALL BE INDEMNIFIED FOR THE CONSEQUENCES OF ITS NEGLIGENCE.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower --------------------------------------------- shall have occurred, the Borrower agrees to pay (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative AgentBank, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative AgentBank, in connection with the due diligence, preparation, execution and delivery of any Credit Document, any waiver or consent thereunder under this Agreement or any of the other Loan Documents or any amendment hereof or thereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby or thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom, including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Document. (b) Whether this Agreement or not the Effective Date shall have occurred other Loan Documents, and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to shall indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employees, advisors employees and agents (from, and hold each an “Indemnified Party”) from of them harmless against, any and against all losses, settlement costsliabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, penaltiesclaims or damages arise out of or result from any actual or proposed use by the Borrower of this Agreement or any other Loan Document or from investigation, litigation (including, without limitation, any actions taken by the Bank to enforce this Agreement or any of the other Loan Documents) or other proceeding (including without limitation, any threatened investigation or proceeding) relating to the foregoing, and the Borrower shall reimburse the Bank, and each affiliate thereof and their respective directors, officers, employees and agents, upon demand, for any expenses (including, without limitation, legal counsel fees) incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation the gross negligence or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use willful misconduct of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating Person to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionbe indemnified.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative AgentAgent and the Issuing Bank, (A) including reasonable fees and disbursements of one firm acting as any special counsel for to the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthe Financing Documents, any waiver or consent thereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Agent, the Issuing Bank or any Bank, including reasonable fees and disbursements of counsel (counsel, including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in-house counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify each Bank, the Administrative Agent, each other Agent and each the Issuing Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthe Financing Documents. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates the Issuing Bank and their respective directorshold the Agent, officers, employees, advisors each Bank and agents (each an “Indemnified Party”) the Issuing Bank harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by the Agent, any Bank or the Issuing Bank in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) not the Credit DocumentsAgent, such Bank or the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is Issuing Bank shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any arising out of the foregoing, Financing Documents or any actual or proposed use of Letters of Credit or proceeds of Loans hereunder; provided that neither the foregoing indemnity and reimbursement obligations will not, as Agent nor the Issuing Bank or any Bank shall have the right to any Indemnified Party, apply to losses, claims, damages, liabilities be indemnified hereunder for its own gross negligence or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all out-of-of pocket costs and expenses of reasonably incurred by the Administrative AgentBank, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative AgentBank, in connection with the due diligencepreparation of this Agreement, preparation(ii) all out-of- pocket expenses reasonably incurred by the Bank, execution including reasonable fees and delivery disbursements of counsel, and reasonable fees and disbursements of in-house counsel, in connection with any Credit Document, any single waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder hereunder; (provided, however, such in-house counsel fees with respect to any waiver, consent or amendment hereof shall not exceed $2,000.00) and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (iiiii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including reasonable fees and disbursements of counsel (including without limitation the reasonably counsel, and reasonable allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in-house counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement, the Note, the Pledge Agreements, or any Credit other Loan Document. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) hold the Bank harmless from and against any and all losses, settlement costs, liabilities, penaltieslosses (other than prospective fees and interest income that would have been due hereunder for periods subsequent to the repayment of the Loan and other accrued amounts payable hereunder in full and the termination of the Commitment), claimsdamages, damages or costs and expenses that may be incurred by or asserted or awarded against of any Indemnified Party arising out of or in connection with or by reason of kind (other than general overhead and administrative expenses), including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by the Bank in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) not the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is Bank shall be designated a party thereto, and ) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or the Loan Documents or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of proceeds of the foregoing, Loan hereunder; provided that the foregoing indemnity and reimbursement obligations will notBank shall not have the right to be indemnified hereunder for (i) any proceeding against the Bank by any governmental authority, as to any Indemnified Party, apply to losses, claims, damages, liabilities central bank or related expenses to comparable agency charged with the extent they are found in a final, non-appealable order supervision of a court of competent jurisdiction to have resulted from the bad faith, Bank or (ii) its own gross negligence or willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a1) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution preparation of this Agreement and delivery of any Credit Documentthe other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby or thereunder and (ii) if an Event of a Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bankor any Lender, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. , including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. (2) The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank Lender against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Documentthis Agreement or the other Loan Documents. (b3) Whether or not the Effective Date The Borrower shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agent, the Lenders and each other Agent, each Bank and their Affiliates Affiliate thereof and their respective directors, officers, employees, advisors employees and agents (from, and hold each an “Indemnified Party”) from of them harmless against, any and against all losses, settlement costsliabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, penaltiesclaims or damages arise out of or result from any actual or proposed use by the Borrower of the proceeds of any extension of credit by any Lender hereunder or breach by the Borrower of this Agreement or any other Loan Document or from investigation, litigation (including, without limitation, any actions taken by the Administrative Agent or any of the Lenders to enforce this Agreement or any of the other Loan Documents) or other proceeding (including, without limitation, any threatened investigation or proceeding) relating to the foregoing, and the Borrower shall reimburse the Administrative Agent and each Lender, and each Affiliate thereof and their respective directors, officers, employees and agents, upon demand for any expenses (including, without limitation, legal fees) incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation the gross negligence or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use willful misconduct of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating Person to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionbe indemnified.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Company shall have occurred, the Borrower agrees to pay (i) all direct out-of-pocket costs and expenses (not to include in any event any indirect or overhead charges) of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution preparation and delivery administration of any Credit Documentthis Agreement and the Notes, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all direct out-of-pocket expenses (not to include in any event any indirect or overhead charges) incurred by the Administrative Agent Agent, the Issuing Bank and each Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Document. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower The Company agrees to indemnify the Administrative Agent, each other Agent, each the Issuing Bank and each Bank, their Affiliates respective affiliates and their the respective directors, officers, employees, advisors agents and agents employees of the foregoing (each an “Indemnified Party”"INDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) brought or threatened relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of the foregoing, proceeds of Loans hereunder; provided that no Indemnitee shall have the foregoing indemnity and reimbursement obligations will not, as right to any Indemnified Party, apply to losses, claims, damages, liabilities be indemnified hereunder for such Indemnitee's own gross negligence or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (ipay(i) all out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution preparation of this Agreement and delivery of any Credit Documentthe other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby or thereunder and (ii) if an Event of a Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including reasonable fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. , including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. (b) The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Documentthis Agreement or the other Loan Documents. (bc) Whether or not The Borrower shall indemnify the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummatedAgent, the Borrower agrees to indemnify the Administrative Agent, Banks and each other Agent, each Bank and their Affiliates Affiliate thereof and their respective directors, officers, employees, advisors employees and agents (from, and hold each an “Indemnified Party”) from of them harmless against, any and against all losses, settlement costsliabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, penaltiesclaims or damages arise out of or result from any actual or proposed use by the Borrower of the proceeds of any extension of credit by any Bank hereunder or breach by the Borrower of this Agreement or any other Loan Document or from any investigation, litigation (including, without limitation, any actions taken by the Agent or any of the Banks to enforce this Agreement or any of the other Loan Documents) or other proceeding (including, without limitation, any threatened investigation or proceeding) relating to the foregoing, and the Borrower shall reimburse the Agent and each Bank, and each Affiliate thereof and their respective directors, officers, employees and agents, upon demand for any expenses (including, without limitation, reasonable legal fees) incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation the gross negligence or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use willful misconduct of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating Person to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionbe indemnified.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurredEach -------------------------------------------- Borrower, the Borrower jointly and severally, agrees to pay (ia) all out-of-pocket costs and expenses of Agent and the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special legal counsel for the Administrative Agent, Agent in connection with the due diligencenegotiation, preparationdocumentation and closing of the Credit Facility, execution and delivery of any Credit Document, in connection with any waiver or consent thereunder hereunder or under the Loan Documents or any amendment hereof amendment, supplement or replacement of any of the Loan Documents; and (b) if a Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bankor Lenders, including fees and disbursements of legal counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefromtherefrom (including, without limitation, any bankruptcy or other insolvency proceedings), fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by Lenders in connection therewith. The Each Borrower shall indemnify the Administrative Agent, each other Agent and each Bank Lender against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by Taxes (other than Taxes on the income of any Governmental Authority Lender) imposed by reason of the execution and delivery of any Credit Document. (b) Whether this Agreement or not the Effective Date shall have occurred Notes. Each Borrower further shall, jointly and whether or not the transactions contemplated hereby shall be consummatedseverally, the Borrower agrees to indemnify the Administrative Agent, Agent and each other Agent, Lender and hold Agent and each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) Lender harmless from and against any and all liabilities, losses, settlement costsdamages, liabilities, penalties, claims, damages or costs and expenses that may be incurred by or asserted or awarded against of any Indemnified Party arising out of or in connection with or by reason of kind (including, without limitation, the reasonable fees and disbursements of counsel for Agent and Lenders in connection with any investigationinvestigative, litigation administrative or proceeding judicial proceeding, whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, not Agent or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is Lenders shall be designated a party thereto, and ) which may be incurred by Agent or any Lender relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of proceeds of the foregoingNotes; PROVIDED THAT -------- ---- NEITHER AGENT NOR ANY LENDER SHALL HAVE THE RIGHT TO BE INDEMNIFIED HEREUNDER FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionIT BEING THE INTENTION HEREBY THAT AGENT AND EACH LENDER SHALL BE INDEMNIFIED FOR THE CONSEQUENCES OF ITS NEGLIGENCE.

Expenses; Documentary Taxes; Indemnification. Borrower and the Guarantor Subsidiaries, jointly and severally, agree to pay (a) Whether or not the Effective Date shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of Administrative Agent and the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special legal counsel for the Administrative Agent, in connection with the due diligencenegotiation, preparationdocumentation and closing of the Loan, execution and delivery thereafter all reasonable expenses of Administrative Agent and the Lenders in connection with any waiver, approval, or consent hereunder or under the other Loan Documents or any amendment, supplement or replacement of any Credit Documentof the Loan Documents, any waiver or consent thereunder or any amendment hereof or any Default or alleged Default hereunder hereunder; and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (iib) if a Default or an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bankor the Lenders, including reasonable fees and disbursements of legal counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Document. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) from and against all losses, settlement costs, liabilities, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of therefrom (including, without limitation, any bankruptcy or other insolvency proceedings), fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by Administrative Agent and the Lenders in connection therewith. Borrower and the Guarantor Subsidiaries, jointly and severally, indemnify Administrative Agent and each Lender (and all officers, directors and Affiliates thereof) and hold Administrative Agent and each Lender (and all officers, employees, directors and Affiliates thereof) harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind (including, without limitation, the reasonable fees and disbursements of counsel for Administrative Agent and the Lenders (and all officers, employees, directors and Affiliates thereof) in connection with any investigationinvestigative, litigation administrative or proceeding judicial proceeding, whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, not Administrative Agent or Lenders (or any related transaction officers, directors or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is Affiliates thereof) shall be designated a party thereto) which may be incurred by Administrative Agent or any Lender (or any officers, and directors or Affiliates thereof) relating to reimburse each Indemnified Party promptly upon demand for or arising out of this Agreement or any legal actual or other expenses incurred in connection with investigating or defending any proposed use of proceeds of the foregoingNotes; PROVIDED THAT NEITHER ADMINISTRATIVE AGENT NOR ANY LENDER (NOR ANY OFFICER, provided that the foregoing indemnity and reimbursement obligations will notDIRECTOR OR AFFILIATE THEREOF) SHALL HAVE THE RIGHT TO BE INDEMNIFIED HEREUNDER FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, as to any Indemnified PartyIT BEING THE INTENTION HEREBY THAT ADMINISTRATIVE AGENT AND EACH LENDER (AND ALL OFFICERS, apply to lossesDIRECTORS AND AFFILIATES THEREOF) SHALL BE INDEMNIFIED FOR THE CONSEQUENCES OF ITS OR HIS NEGLIGENCE (SOLE, claimsCONTRIBUTORY, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdictionCONTINGENT OR OTHERWISE) WHETHER WHOLE OR IN PART.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs expenses and expenses internal charges of the Administrative Agent, Bank (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery of any Credit Document, any waiver or consent thereunder or any amendment hereof or any Default or alleged Default hereunder and (Bcounsel) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby any Default hereunder and (ii) if there is an Event of Default occursDefault, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, Bank (including reasonable fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Personcounsel) in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the Note. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) hold the Bank harmless from and against any and all liabilities, losses, settlement costsdamages, liabilities, penalties, claims, damages or costs and expenses that may be incurred by or asserted or awarded against of any Indemnified Party arising out of or in connection with or by reason of kind (including, without limitation, the reasonable fees and disbursements of counsel for the Bank in connection with any investigationinvestigative, litigation administrative or proceeding judicial proceeding, whether or preparation of a defense in connection therewith) not the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is Bank shall be designated a party thereto) which may be incurred by the Bank relating to or arising out of any actual or proposed use of proceeds of Loans hereunder or any merger or acquisition involving the Borrower; PROVIDED, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as Bank shall not have the right to any Indemnified Party, apply to losses, claims, damages, liabilities be indemnified hereunder for its own gross negligence or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthis Agreement, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including reasonable fees and disbursements of incurred by counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) or in-house counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or the Notes and any Credit Documentand all liabilities with respect to or resulting from any delay or omission (unless solely attributable to such Bank) to pay such taxes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify each Bank, their respective affiliates and the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employeesagents, advisors and agents employees of the foregoing (each an “Indemnified Party”"Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement damages, costs, liabilities, penalties, claims, damages or demands and expenses that may be incurred by or asserted or awarded against of any Indemnified Party arising out of or in connection with or by reason of (kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by any Indemnitee (or by the Administrative Agent in connection with any investigation, litigation or proceeding or preparation of a defense its actions as Agent hereunder) in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity and reimbursement obligations will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party as determined in the final judgment of a court of competent jurisdiction.53

Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date The Borrower shall have occurred, the Borrower agrees to pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery preparation of any Credit Documentthis Agreement, any waiver or consent thereunder hereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including reasonable fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) counsel, in connection with such Event of Default and collection, bankruptcy, insolvency insolvency, and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfertransfer taxes, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of any Credit Documentthis Agreement or the Notes. (b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the The Borrower agrees to indemnify the Administrative AgentAgent and each Bank, each other Agent, each Bank their respective affiliates and their Affiliates and their the respective directors, officers, employeesagents, advisors attorneys and agents employees of the foregoing (each an “Indemnified PartyIndemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, settlement costsdamages, liabilitiescosts and expenses of any kind, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigationinvestigative, litigation administrative or judicial proceeding (whether or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is not such Indemnitee shall be designated a party thereto, and ) relating to reimburse each or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder (the “Indemnified Party promptly upon demand Liabilities”); provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction. No Indemnitee shall be liable for any legal damages arising from the use by others of information or other expenses incurred materials obtained through internet, Posting Website or other similarly available electronic media in connection with investigating the electronic posting of financial statements, certificates, reports or defending any of the foregoing, other information to a Posting Website as provided that the foregoing indemnity and reimbursement obligations will not, for in Section 9.01 hereof unless such Indemnitee has engaged in gross negligence or willful misconduct as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable order of determined by a court of competent jurisdiction with respect to have resulted from the bad faith, willful misconduct or gross negligence of access to such Indemnified Party as determined in the final judgment of a court of competent jurisdictioninformation.