Common use of Expenses Indemnification Etc Clause in Contracts

Expenses Indemnification Etc. (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Parties, jointly and severally, hereby agree to indemnify each Agent, each Lender and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners and agents (each, an “Indemnitee”) from, and hold each of them harmless against, any and all Losses incurred by, imposed on or asserted against any of them directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Expenses Indemnification Etc. The Borrower agrees (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents reimburse the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lead Arranger on demand for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counselincluding without limitation, the reasonable feesfees and expenses of counsel to such Persons), expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the extension and syndication making of credit (including the Loans and Commitmentshereunder, (b) hereunder and (2) to pay or reimburse the negotiationAdministrative Agent, preparationthe Issuing Bank, execution and delivery of any modificationthe Swingline Lender, supplementthe Lead Arranger, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Documentation Agent and each Lender the Banks for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender Persons (provided that any legal expenses shall be limited to the including reasonable fees, expenses counsels' fees and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)expenses) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent Agreement and any of the other Credit Documents, and all transfer, stamp, documentary or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expensesother similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement, any of the Notes, or any of the other Credit Documents (except for any such tax imposed on or measured by the income of such Person), and (c) to pay filing and recording fees relating to any taxes and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with with, perfecting, maintaining and protecting, any filing, registration, recording Liens created or perfection of any security interest contemplated by to be created pursuant to any Credit Document or Documents at any other document referred to thereintime. Without limiting The Borrower hereby indemnifies the rights of any Agent under this Section 13.03(a), each Administrative Agent, promptly after a request of Borrower from time to timethe Issuing Bank, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Partiesthe Lead Arranger, jointly and severally, hereby agree to indemnify each the Documentation Agent, each the Swingline Lender and the Banks and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners agents and agents Affiliates (each, each of which is sometimes referred to in this subsection as an “Indemnitee”"Indemnified Party") from, and 49 agrees to hold each of them Indemnified Party harmless against, any and all Losses incurred bylosses, imposed claims, damages, liabilities or actions or other proceedings commenced or threatened in respect thereof, and all reasonable expenses (including but not limited to expenses that appear on any service charge schedule maintained from time to time by the Administrative Agent or asserted against any of them directly or indirectly arising Bank) that arise out of or by reason in any way relate to or result from the making of Loans hereunder or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the other transactions contemplated by the Credit Documents (including the Transactions)hereby, any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall includeincluding, without limitation, any and all investigation or litigation or other proceedings (whether or not such Losses for Indemnified Party is a party to any action or proceeding out of which any Company could be found liableof the foregoing arise), or (iii) other than any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility the foregoing to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect incurred by reason of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnified Party or material breach of in any Credit Document by action in which the Borrower is the prevailing party against such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionIndemnified Party. Neither the Administrative Agent, the Issuing Bank, the Swingline Lender, the Lead Arranger, the Documentation Agent nor any Bank nor any other Indemnified Party shall be responsible or liable to the Borrower for any consequential damages which may be alleged.

Expenses Indemnification Etc. (a) The Credit PartiesObligors, jointly and severally, agree to pay or reimburse: (i) Agents the Lead Arranger and the Administrative Agent for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in including the case reasonable fees and expenses of counsel, the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents Documents, including this Agreement, and the extension and syndication of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery negotiation or preparation of any modification, supplement, amendment supplement or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties); (ii) each of the Revolving Credit Lenders and the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such the Revolving Credit Lenders and the Administrative Agent or Lender (provided that any legal expenses shall be limited to including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any Default or Event of Default and any enforcement or collection proceedings resulting from any Event of Defaulttherefrom, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), ) and (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.0312.3; and (iii) each of the Revolving Credit Lenders and the Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit PartiesObligors, jointly and severally, hereby agree to indemnify each Agent, each Lender Creditor and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners employees and agents (each, an “Indemnitee”) from, and hold each of them harmless against, and that no Indemnitee will have any liability for, any and all Losses incurred by, imposed on or asserted against by any of them (including any and all Losses incurred by the Administrative Agent, the Lead Arranger or the Issuing Lender to any Revolving Credit Lender, whether or not any Creditor is a party thereto) directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions Transactions contemplated by the Credit Documents (including the Transactions)Documents, any breach by any Credit Party Obligor of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the TransactionsCredit Documents, the use or proposed use of any of the Loans or Letters of Credit, the issuance of Credit or performance under any Letter of Credit or, the use of any collateral security for the Obligations Loans (including the exercise by any Agent or Lender Creditor of the rights and remedies or any power of attorney with respect thereto or and any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising extent arisen from the gross negligence, negligence or bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit PartiesObligors, jointly and severally, will indemnify each Agent, each Lender Creditor and each other Indemnitee from, and hold each Agent, each Lender Creditor and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them described in the preceding sentence arising under any Environmental Law as a result of (iA) the past, present or future operations of Borrower or any Company Subsidiary (or any predecessor-in-predecessor in interest to Borrower or any CompanySubsidiary), (iiB) the past, present or future condition of any site or facility owned, operated, operated or leased or used at any time by Borrower or any Company Subsidiary (or any such predecessor-in-predecessor in interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable), or (iiiC) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liablefacility, including any such Release or threatened Release that shall occur during any period when any Agent or Lender Creditor shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, Creditor of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 12.3 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit PartiesObligors, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, The Obligors also agree that no party hereto Indemnitee shall assert, and the parties hereto hereby waive, have any claim against any Person, on any theory of liability, for special, liability (whether direct or indirect, consequential in contract or punitive damages (as opposed tort or otherwise) for any Losses to direct any Obligor or actual damages) any Obligor’s security holders or creditors resulting from, arising out of, in connection with, any way related to or as a result of, this Agreement, by reason of any other Credit Document matter referred to in any indemnification 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and expense reimbursement obligations to the extent provisions set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 any other Credit Documents or Document, except to the transactions contemplated hereby or thereby other than for direct or actual damages resulting extent that any Loss resulted from the gross negligence, negligence or bad faith of such Indemnitee. The Obligors agree that, without the prior written consent of the Administrative Agent and the Majority Revolving Credit Lenders which consent shall not be unreasonably withheld, no Obligor will settle, compromise or willful misconduct or material breach consent to the entry of any Credit Document judgment in any pending or threatened Proceeding in respect of which indemnification is reasonably likely to be sought under the indemnification provisions of this Section 12.3 (whether or not any Indemnitee is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release of each Indemnitee from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by such or on behalf of any Indemnitee as determined and does not involve any payment of money or other value by a final and non-appealable judgment of a court of competent jurisdictionany Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

Expenses Indemnification Etc. (a) The Credit PartiesCompany shall pay all reasonable costs, jointly expenses, taxes and severally, agree to pay or reimburse: fees (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in incurred by the case of counsel, the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of this Agreement, the Credit Documents Notes and all other documents incident hereto or thereto (collectively, the "Loan Documents") including, without limitation, the reasonable costs and professional fees of Milbank, Tweed, Hadlxx & XcClxx XXX, New York, New York, whether or not any transaction contemplated hereby shall be consummated, and any and all stamp, intangible or other taxes that may be payable or determined in the future to be payable in connection therewith; (ii) incurred by the Administrative Agent in connection with the administration of the Advances and the extension Loan Documents in accordance with the provisions thereof and syndication of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplementwaiver, amendment or waiver consent by the Banks or the Administrative Agent relating to the Loan Documents including, without limitation, costs and professional fees of counsel for the Administrative Agent; and (iii) actually incurred by the Administrative Agent or any of the terms Banks in enforcing the Loan Documents including, without limitation, reasonable attorneys' fees of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a)Banks. (b) The Credit Parties, jointly Company shall indemnify the Administrative Agent and severally, hereby agree to indemnify each Agent, Bank and hold the Administrative Agent and each Lender Bank (and their respective Affiliatesall affiliates, directors, trustees, officers, employees, representatives, advisors, partners advisors and agents of any of the foregoing (eachthe Administrative Agent, the Banks and such directors, officers, employees and agents each referred to as an “Indemnitee”"Indemnified Party")) from, and hold each of them harmless against, any and all Losses costs, losses, liabilities, claims, damages or expenses that may be incurred by, imposed on by or asserted or awarded against any of them directly an Indemnified Party, whether jointly or indirectly severally, and whether or not such Indemnified Party is designated a party thereto, arising out of or by reason of to or relating to the negotiationdirectly or indirectly to, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating investigation, litigation or other proceeding, pending or threatened, regarding any actions or failure to matters referred to in Sections 5.01 act by the Company involving this Agreement or 5.06 (which shall be the sole remedy in respect of matters referred to therein)any transaction contemplated hereby, (ii) any such Losses arising from actual or proposed use by the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance Subsidiaries of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, proceeds from any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liableborrowing hereunder, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitationAdministrative Agent's, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit Bank's or the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity Company's entering into and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 complying with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.in issuing or

Expenses Indemnification Etc. (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, the reasonable fees, expenses expenses, and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower Xxxxxxxx in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Parties, jointly and severally, hereby agree to indemnify each Agent, each Lender and their respective AffiliatesAffiliates and their and their respective affiliates, directors, trustees, officers, employees, representatives, advisors, partners and agents (each, an “Indemnitee”) from, and hold each of them harmless against, any and all Losses incurred by, imposed on or asserted against any of them directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.0812.08 (and, in the case of an actual or perceived conflict of interest, of another firm of counsel for each group of similarly affected Indemnitees in each relevant jurisdiction)), but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles); provided, however, this Section 13.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Expenses Indemnification Etc. (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and Agent, one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and Agents, any “ClearPar” costs and expenses, and the reasonable fees and other disbursements of the Nevada Collateral Agent) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdictionjurisdiction and the reasonable fees and other disbursements of the Nevada Collateral Agent) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Parties, jointly and severally, hereby agree to indemnify each Agent, each Lender and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners and agents (each, an “Indemnitee”) from, and hold each of them harmless against, any and all Losses incurred by, imposed on or asserted against any of them directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.0812.08 (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for all Indemnitees selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by the Indemnitees) (and solely in the case of an actual or perceived conflict of interest, one additional of each such counsel for each group of similarly situated Indemnitees), but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) ), and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each casehereto, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates Affiliates, and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). No Indemnitee referred to in subsection clause (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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Expenses Indemnification Etc. The Borrower agrees to pay or reimburse each of the Lenders and the Administrative Agent for: (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (includingincluding the reasonable fees and expenses of Milbank, but limited Tweed, Hxxxxx & MxXxxx LLP, counsel to in the case of counselAdministrative Agent (or such other counsel that the Administrative Agent may select from time to time which, so long as no Default has occurred and is continuing, shall be reasonably satisfactory to the Borrower)) and experts (including the Independent Engineer, the reasonable feesIndependent Insurance Consultant, expenses the Independent Market Consultant and disbursements of one primary legal counsel for Lenders and Agents selected the Independent Environmental Consultant) engaged by the Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) or the Lenders from time to time, in connection with (1i) the negotiation, preparation, execution and delivery of this Agreement and the Credit other Transaction Documents and the extension and syndication of credit under this Agreement, (including the Loans and Commitmentsii) hereunder and (2) the negotiationany amendment, preparation, execution and delivery of any modification, supplement, amendment modification or waiver of any of the terms of this Agreement or any Credit other Transaction Document and (whether iii) the syndication of Loan Commitments or not consummated or effective) requested by the Credit Parties;Loans, (iib) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such the Lenders and the Administrative Agent or Lender (provided that any legal expenses shall be limited to the including reasonable fees, counsels’ fees and expenses and disbursements of one primary legal counsel for Lenders reasonable experts’ fees and Agents selected expenses incurred by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing on behalf of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)Administrative Agent) in connection with (1i) any Default and any enforcement or collection proceedings resulting from such Default or in connection with the negotiation of any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings “work-out” (whether or not consummated) of the workout, restructuring obligations of the Borrower under this Agreement or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement obligations of any Credit Project Party under any Project Document and (3ii) the enforcement of this Section 13.03; 11.03(b), (c) all reasonable out-of-pocket expenses incurred by the LC Issuing Bank in connection with the issuance, amendment, renewal, or extension of any Letter of Credit or any demand for payment thereunder, and (iiid) Administrative Agent all transfer, stamp, documentary or Collateral Agentother similar Taxes, as applicable but without duplication, for assessments or charges levied by any Government Authority in respect of this Agreement or any other Transaction Document or any other document referred to in this Agreement or in any such other Transaction Document and all reasonable and documented costs, expenses, Taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest Lien contemplated by this Agreement or any Credit other Transaction Document to which the Administrative Agent or the Collateral Agent is intended to be a party or any other document referred to thereinin this Agreement or in any such other Transaction Document. Without limiting The Borrower hereby agrees to indemnify the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Administrative Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Parties, jointly and severally, hereby agree to indemnify each Agent, each Lender and their respective Affiliatesofficers, directors, trustees, officers, employees, representatives, advisors, partners attorneys and agents (each, an “Indemnitee”) from, and shall hold each of them harmless against, any and all Losses incurred bylosses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including the reasonable fees and expenses of counsel for each Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party to any such proceeding) that may at any time (including at any time following the Termination Date) be imposed on or on, asserted against any of them directly or indirectly incurred by an Indemnitee as a result of, or arising out of of, or in any way related to or by reason of or relating any claim with respect to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, (i) any of the transactions contemplated by the Credit Documents (including the Transactions), any breach this Agreement or by any Credit Party other Transaction Document or the execution, delivery or performance of this Agreement or any representationother Transaction Document, warranty, covenant (ii) the extensions of credit under this Agreement or other agreement contained in any Credit Document in connection with any of the Transactions, the use actual or proposed use by the Borrower of any of the Loans or Letters extensions of Credit, credit under this Agreement (including any refusal by the issuance of or performance LC Issuing Bank to honor a demand for payment under any a Letter of Credit orif the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the grant to the Administrative Agent or the Collateral Agent for the benefit of, or to any of, the use Secured Parties of any collateral security for Lien on the Obligations Collateral or in any other Property of the Borrower or any other Person or any shareholding, partnership or equity interest in the Borrower or any other Person and (including iii) the exercise by any the Administrative Agent or Lender the Collateral Agent (or the other Secured Parties) of the their rights and remedies or (including foreclosure) under any power of attorney with respect thereto or Security Document (but excluding, as to any action or inaction in respect thereof)Indemnitee, including all amounts payable by any Lender pursuant to Section 12.08Excluded Taxes, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or 5.06 (which shall be the sole remedy in respect disbursements incurred by reason of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith negligence or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as finally determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating or attributable to any dispute between and among Indemnitees that does not involve an act actions or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on events occurring after the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance Borrower is divested of the Indemnitee’s obligations under the facilitiesapplicable Collateral). Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will Borrower hereby agrees to indemnify each Agent, each Lender and each other Indemnitee from, and shall hold each Agent, each Lender and each other Indemnitee harmless against, any Losses losses, liabilities, claims, damages, reasonable expenses, obligations, penalties, actions, judgments, suits, costs or disbursements described in the preceding sentence (including any Lien filed against the Project by any Government Authority but excluding, as provided in the preceding sentence, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements incurred byby reason of the gross negligence or willful misconduct of such Indemnitee) (collectively, imposed on or asserted against any of them “Losses”) arising under any Environmental Law or relating to any Environmental Claim as a result of (i) the past, present or future facilities or operations of any Company (the Borrower or any predecessor-in-interest predecessors to any Company)Borrower, (ii) or the past, present or future condition or operation of any site the Project or facility ownedProject Facility Site, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownershipRelease, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any threatened Release or threatened Release Use of any Hazardous Materials at, on, under or from any such site or facility with respect to the extent such Losses arise from Project or relate to the parties’ relationship under the Credit Documents or to any Company’s Project Facility Site (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release, threatened Release or threatened Release that shall occur Use which occurs during any period when any Agent or Lender such Indemnitee shall be in possession of any such site or facility following the exercise by such the Administrative Agent or Lender, as the case may be, any other Secured Party of any of its rights and remedies hereunder under this Agreement or under any of the Security DocumentsFinancing Document or any other Transaction Document where such Release, threatened Release or Use commenced or occurred prior to such period); provided, however, that the indemnity hereunder Borrower shall be subject have no such obligation to the exclusions from indemnification set forth in the preceding sentence. To indemnify any Indemnitee to the extent that the undertaking to indemnify any such Losses are directly and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 primarily caused by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the Indemnitee’s gross negligence, bad faith negligence or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Expenses Indemnification Etc. The Company agrees to pay or reimburse each of the Banks, the Issuing Lenders and the Administrative Agent for: (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such the Administrative Agent or Lender (provided that any legal expenses shall be limited to including, without limitation, the reasonable feesfees and expenses of Special Counsel) in connection with the negotiation, preparation and execution of, or any modification, supplement or waiver of this Agreement and any of the Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby,(in each case, whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of the Banks, the Issuing Lenders, and disbursements the Administrative Agent (including, without limitation, the reasonable fees and expenses of one primary legal counsel for Lenders provided, that the Company shall not be obligated to reimburse the Banks, the Issuing Lenders, and Agents selected by the Administrative Agent and of for more than one law firm (and, in addition to such law firm, any local counsel engaged in each applicable relevant jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such law firm) as counsel for the Banks, the Issuing Lenders, and the Administrative Agent unless there is a conflict inform Borrower in writing between any Bank or Issuing Lender and one or more of the existence of an actual other Banks or perceived conflict of interest prior to retaining additional counselIssuing Lenders, one additional of each such counsel for each group of similarly situated Secured Parties)or the Administrative Agent) in connection with (1i) any Default and any enforcement or collection proceedings resulting from any Event of Defaulttherefrom, including including, without limitation, all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3ii) the enforcement of this Section 13.0311.03; and and (iiic) Administrative Agent all transfer, stamp, documentary or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expensesother similar taxes, assessments and other or charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated levied by any Credit Document governmental or revenue authority in respect of this Agreement or any of the Notes or any other document referred to thereinherein, except for any such taxes, assessments or charges imposed as a result of an assignment or participation (“Other Taxes”). Without limiting The Company hereby agrees to indemnify the rights of any Agent under this Section 13.03(a), each Administrative Agent, promptly after a request of Borrower from time to timethe Issuing Lenders, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Parties, jointly and severally, hereby agree to indemnify each Agent, each Lender Bank and their respective Affiliatesaffiliates, and their respective directors, trustees, officers, employees, representativesagents, advisors, partners advisors and agents (each, an “Indemnitee”) other representatives from, and hold each of them harmless against, any and all Losses losses, liabilities, claims, damages or expenses incurred by, imposed on or asserted against by any of them directly (including, without limitation, any and all losses, liabilities, claims, damages or indirectly expenses incurred by the Administrative Agent to any Bank, whether or not the Administrative Agent or any Bank is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the negotiation, execution, delivery, performance, administration Loans and Letters of Credit hereunder or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the Loans or Letters of CreditCredit hereunder regardless of whether any indemnified person is a party thereto and whether or not the same are brought by the Company, its equity holders, affiliates or creditors or any other Person, including, without limitation, the issuance reasonable fees and disbursements of counsel incurred in connection with any such investigation or performance under any Letter of Credit or, the use of any collateral security for the Obligations litigation or other proceedings (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding any such losses, liabilities, claims, damages or expenses incurred (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect by reason of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decisionjudgment of a court of competent jurisdiction) of the Person to be indemnified or (ii) as a result of disputes solely among the Administrative Agent, the Issuing Lenders and any Bank at a time when the Company has not breached its obligations hereunder in any material respect (iii) any such Losses relating to other than any dispute between against the Administrative Agent, the Issuing Lenders and among Indemnitees that any Bank solely in its capacity or in fulfilling its role as the Administrative Agent or Joint Lead Arranger or similar role under any Loan Document) which dispute does not involve an act or omission by any the Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such rolesaffiliate thereof). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) Notwithstanding anything to the extent such Losses arise from or relate contrary contained herein, to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto the Company shall assert, not assert and the parties hereto hereby waive, waives any claim against any Personindemnified party, 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 Credit Document Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or therebyhereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). No Indemnitee referred to in subsection (b) above indemnified person shall be liable for any damages arising from the use by unintended recipients others of any information or other materials distributed to such unintended recipients by such Indemnitee obtained through telecommunicationselectronic, electronic telecommunications or other information transmission systems in connection with this Agreement or systems, except to the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual extent any such damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined are found by a final and non-appealable judgment nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the gross negligence or willful misconduct of such indemnified person.

Expenses Indemnification Etc. (a) The Credit PartiesObligors, jointly and severally, agree to pay or reimburse: (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, including the reasonable fees, fees and expenses and disbursements of one primary legal Xxxxxx Xxxxxx & Xxxxxxx or other counsel for Lenders and to Agents selected by Administrative Agent Agents (and one all local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expensesAgents)) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and hereunder, (2) the negotiation, preparation, execution and delivery negotiation or preparation of any modification, supplement, amendment supplement or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by and (3) the Credit Partiessyndication of the Loans and Commitments; (ii) each Lender and Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Lender or Agent or Lender (provided that any legal expenses shall be limited to including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional costs with internal counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.0312.03 and (3) any documentary taxes; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented out-of-pocket costs, expenses, taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdictioncounsel) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit PartiesObligors, jointly and severally, hereby agree to indemnify each Agent, each Lender and Agent and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners employees and agents (each, an “Indemnitee”"INDEMNITEE") from, and hold each of them harmless against, and that no Indemnitee will have any liability for, any and all Losses incurred by, imposed on or asserted against by any of them (including any and all Losses incurred by any Agent or L/C Lender to any Lender, whether or not any Lender or Agent is a party thereto) directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party Company of any representationrepresenta- tion, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, or the use of any collateral security for the Obligations Loans (including the exercise by any Lender or Agent or Lender of the rights and remedies or any power of attorney with respect thereto or and any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.0811.02, but excluding (i) any such Losses relating to matters referred the extent determined by a court of competent jurisdiction in a final nonappealable judgment to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising have resulted from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit PartiesObligors, jointly and severally, will indemnify each Agent, each Lender and Agent and each other Indemnitee from, and hold each Agent, each Lender and Agent and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them described in the preceding sentence arising under any Environmental Law as a result of (iA) the past, present or future operations of any Company (or any predecessor-in-predecessor in interest to any Company), (iiB) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-predecessor in interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable), or (iiiC) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liablefacility, including any such Release or threatened Release that shall occur during any period when any Lender or Agent or Lender shall be in possession of any such site or facility following the exercise by such Lender or Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; providedPROVIDED, howeverHOWEVER, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 12.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit PartiesObligors, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To Notwithstanding anything contained in this Agreement to the fullest extent permitted by applicable lawcontrary, in no party hereto event shall assert, and the parties hereto hereby waive, any claim against Indemnitee have any Person, on liability for any theory of liability, for special, indirect or consequential damages. The Obligors also agree that no Indemnitee shall have any liability (whether direct or indirect, consequential in contract or punitive damages (as opposed tort or otherwise) for any Losses to direct any Obligor or actual damages) any Obligor's security holders or creditors resulting from, arising out of, in connection withany way related to or by reason of any matter referred to in any indemnification or expense reimbursement provisions set forth in any Credit Document, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations except to the extent set forth that any Loss is determined by a court of competent jurisdiction in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations a final nonappealable judgment to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. The Obligors agree that, without the prior written consent of Administrative Agent, Syndication Agent and the Majority Lenders which consent shall not be unreasonably withheld, no Obligor will settle, compromise or material breach consent to the entry of any Credit Document judgment in any pending or threatened Proceeding in respect of which indemnification is reasonably likely to be sought under the indemnification provisions of this Section 12.03 (whether or not any Indemnitee is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release of each Indemnitee from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by such or on behalf of any Indemnitee as determined and does not involve any payment of money or other value by a final and non-appealable judgment of a court of competent jurisdictionany Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

Expenses Indemnification Etc. (a) The Credit PartiesObligors, jointly ------------------------------- and severally, agree to pay or reimburse: (i) Agents the Issuing Lender, Arranger and Administrative Agent for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expensescounsel) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and hereunder, (2) the negotiation, preparation, execution and delivery negotiation or preparation of any modification, supplement, amendment supplement or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by and (3) the Credit Partiesprimary syndication of the Loans and Commitments; (ii) each of the Lenders, the Issuing Lender and Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such the Lenders, the Issuing Lender and Administrative Agent or Lender (provided that any legal expenses shall be limited to including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any Default and any enforcement or collection proceedings resulting from any Event of Defaulttherefrom, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.0312.03 and (3) any documentary taxes; and (iii) each of the Lenders, the Issuing Lender and Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit PartiesObligors, jointly and severally, hereby agree to indemnify each Agent, each Lender Creditor and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners employees and agents (each, an “"Indemnitee”") from, and hold each of them harmless against, and that no Indemnitee will have any liability for, any and all Losses incurred by, imposed on or asserted against by any of them (including any and all Losses incurred by Administrative Agent, Arranger or the Issuing Lender to any Lender, whether or not any Creditor is a party thereto) directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions)Documents, any breach by any Credit Party Obligor of any representation, warranty, covenant or other agreement contained in any of the Credit Document Documents in connection with any of the Transactionstransactions contemplated hereby, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, or the use of any collateral security for the Obligations Loans (including the exercise by any Agent or Lender Creditor of the rights and remedies or any power of attorney with respect thereto or and any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as extent finally determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating nonappealable judgment to any dispute between and among Indemnitees that does not involve an act have arisen from the gross negligence or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance bad faith of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, Obligors. jointly and severally, will indemnify each Agent, each Lender Creditor and each other Indemnitee from, and hold each Agent, each Lender Creditor and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them described in the preceding sentence arising under any Environmental Law as a result of (iA) the past, present or future operations of any Company (or any predecessor-in-predecessor in interest to any Company), (iiB) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-predecessor in 'interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable), or (iiiC) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liablefacility, including any such Release or threatened Release that shall occur during any period when any Agent or Lender Creditor shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, Creditor of any of its rights and remedies hereunder or under any of the Security Documents; providedpro- vided, however, however that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 12.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit PartiesObligors, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, The Obligors also agree that no party hereto Indemnitee shall assert, and the parties hereto hereby waive, have any claim against any Person, on any theory of liability, for special, liability (whether direct or indirect, consequential in contract or punitive damages (as opposed tort or otherwise) for any Losses to direct any Obligor or actual damages) any Obligor's security holders or creditors resulting from, arising out of, in connection with, any way related to or as a result of, this Agreement, by reason of any other Credit Document matter referred to in any indemnification 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and expense reimbursement obligations to the extent provisions set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 any other Credit Documents or Document, except to the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of extent that any Credit Document by such Indemnitee as Loss is determined by a final and non-appealable judgment of a court of competent jurisdictionjurisdiction in a final nonappealable judgment to have resulted from the gross negligence or bad faith of such Indemnitee. The Obligors agree that, without the prior written consent of Administrative Agent, An-anger and the Majority Lenders which consent shall not be unreasonably withheld, no Obligor will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification is reasonably likely to be sought under the indemnification provisions of this Section 12.03 (whether or not any Indemnitee is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release of each Indemnitee from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee and does not involve any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

Expenses Indemnification Etc. (a) The Credit PartiesObligors, jointly and severally, agree to pay or reimburse: (i) Agents Administrative Agent and Syndication Agent for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, including the reasonable fees, fees and expenses and disbursements of one primary legal firm of counsel for Lenders (and Agents selected all local counsel (including in Puerto Rico) and regulatory counsel deemed necessary or advisable by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expensesAgent)) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and hereunder, (2) the negotiation, preparation, execution and delivery negotiation or preparation of any modification, supplement, amendment supplement or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by and (3) the Credit Partiessyndication of the Loans and Commitments; (ii) each of the Lenders, the Issuing Lender and Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender the Lenders, the Issuing Lender, and Agents (provided that any legal expenses shall be limited to including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.0312.03 and (3) any documentary taxes; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdictioncounsel) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit PartiesObligors, jointly and severally, hereby agree to indemnify each Agent, each Lender Creditor and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners employees and agents (each, an “"Indemnitee”") from, and hold each of them harmless against, and that no Indemnitee will have any liability for, any and all Losses incurred by, imposed on or asserted against by any of them (including any and all Losses incurred by any Agent or the Issuing Lender to any Lender, whether or not any Creditor is a party thereto) directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions)Documents, any breach by any Credit Party Company, as applicable, of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the TransactionsCredit Documents, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, or the use of any collateral security for the Obligations Loans (including the exercise by any Agent or Lender Creditor of the rights and remedies or any power of attorney with respect thereto or and any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as extent finally determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating nonappealable judgment to any dispute between and among Indemnitees that does not involve an act have arisen from the gross negligence or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance willful misconduct of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit PartiesObligors, jointly and severally, will indemnify each Agent, each Lender Creditor and each other Indemnitee from, and hold each Agent, each Lender Creditor and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them described in the preceding sentence arising under any Environmental Law as a result of (iA) the past, present or future operations of any Company (or any predecessor-in-predecessor in interest to any Company), (iiB) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-predecessor in interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable), or (iiiC) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liablefacility, including any such Release or threatened Release that shall occur during any period when any Agent or Lender Creditor shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, Creditor of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 12.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit PartiesObligors, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, The Obligors also agree that no party hereto Indemnitee shall assert, and the parties hereto hereby waive, have any claim against any Person, on any theory of liability, for special, liability (whether direct or indirect, consequential in contract or punitive damages (as opposed tort or otherwise) for any Losses to direct any Obligor or actual damages) any Obligor's security holders or creditors resulting from, arising out of, in connection with, any way related to or as a result of, this Agreement, by reason of any other Credit Document matter referred to in any indemnification 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and expense reimbursement obligations to the extent provisions set forth in this Section 13.03 Agreement or any other Credit Document, except to the extent that any Loss is determined by a court of competent jurisdiction in a final nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. The Obligors agree that, without the prior written consent of Administrative Agent and the Majority Lenders (including which consent shall not be unreasonably withheld), no Obligor will settle, compromise or consent to the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included entry of any judgment in any third party claim pending or threatened Proceeding in connection with respect of which such indemnification is reasonably likely to be sought under the indemnification provisions of this Section 12.03 (whether or not any Indemnitee is entitled an actual or potential party to indemnification hereundersuch Proceeding), unless such settlement, compromise or consent includes an unconditional written release of each Indemnitee from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee and does not involve any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee. No Notwithstanding any other provision of this Agreement, neither any Indemnitee referred to in subsection (b) above nor any Obligor shall be liable for any damages arising from the use by unintended recipients others of any information or other materials distributed to such unintended recipients by such Indemnitee obtained through telecommunicationselectronic, electronic telecommunications or other information transmission systems or for any] indirect, special, punitive or consequential damages in connection with this Agreement or its activities related to the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionDocuments.

Expenses Indemnification Etc. (a) The Credit PartiesBorrower agrees, jointly and severallysubject to Section 7 of the Commitment Letter, agree to pay or reimburse: (i) subject to the limitations contained in the Commitment Letter, Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, including the reasonable fees, fees and expenses and disbursements of one primary legal Cxxxxx Xxxxxx & Rxxxxxx or single other counsel for Lenders and to Agents selected by Administrative Agent Agents in place of Cxxxxx Xxxxxx & Rxxxxxx (and one all local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expensesAgents)) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and hereunder, (2) the negotiation, preparation, execution and delivery negotiation or preparation of any modification, supplement, amendment supplement or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by and (3) the Credit Partiessyndication of the Loans and Commitments; (ii) each Agent and each Lender Creditor for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender Creditor (provided that any legal expenses shall be limited to including the reasonable fees, fees and expenses and disbursements of one primary external legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other similar negotiations or proceedings (whether or not the workout, restructuring or similar transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.0312.03 and (3) any documentary taxes; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdictioncounsel) incurred in connection with (1) any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting therein or (2) the rights custody or preservation of, or the sale of, collection from, or other realization upon, any of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a)the Collateral. (b) The Credit Parties, jointly and severally, Borrower hereby agree agrees to indemnify each Agent, each Lender Creditor and their its respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners employees and agents (each, an “"Indemnitee”") from, and hold each of them harmless against, against any and all Losses incurred by, imposed on or asserted against by any of them (including any and all Losses incurred by any Agent or L/C Lender to any Lender, whether or not any Creditor is a party thereto) directly or indirectly arising out of or by reason of or relating to any Proceeding arising out of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the TransactionsTransac- -100- tions), any breach by any Credit Party Company of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, or the use of any collateral security for the Obligations Loans (including the exercise by any Agent or Lender Creditor of the rights and remedies or any power of attorney with respect thereto or and any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.0811.02, but excluding (i) any such Losses relating to matters referred the extent finally determined by a court of competent jurisdiction to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising have arisen from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severallyBorrower, will indemnify each Agent, each Lender Creditor and each other Indemnitee from, and hold each Agent, each Lender Creditor and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them described in the preceding sentence arising under any Environmental Law as a result of (iA) the past, present or future operations of any Company (or any predecessor-in-predecessor in interest to any Company), (iiB) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-predecessor in interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable), or (iiiC) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownershipfacility, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including excluding any such Release or threatened Release that shall occur during any period when any Agent or Lender Creditor shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, Creditor of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 12.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, Borrower shall contribute the maximum portion that each of them it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To The Obligors agree, to the fullest extent permitted by under applicable law, that no party hereto Indemnitee shall assert, and the parties hereto hereby waive, have any claim against any Person, on any theory of liability, for special, liability (whether direct or indirect, consequential in contract or punitive damages (as opposed tort or otherwise) for any Losses to direct any Obligor or actual damages) any Obligor's security holders or creditors resulting from, arising out of, in connection withany way related to or by reason of any matter referred to in any indemnification or expense reimbursement provisions set forth in any Credit Document, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations except to the extent set forth that any Loss is determined by a court of competent jurisdiction in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations a final nonappealable judgment to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. The Obligors agree that, without the prior written consent of Administrative Agent, Syndication Agent and the Majority Lenders which consent shall not be unreasonably withheld, no Obligor will settle, compromise or material breach consent to the entry of any Credit Document judgment in any pending or threatened Proceeding in respect of which indemnification is reasonably likely to be sought under the indemnification provisions of this Section 12.03 (whether or not any Indemnitee is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release of each Indemnitee from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by such or on behalf of any Indemnitee as determined and does not involve any payment of money or other value by a final and non-appealable judgment of a court of competent jurisdictionany Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

Expenses Indemnification Etc. (a) The Credit PartiesCompany shall pay all reasonable costs, jointly expenses, taxes and severally, agree to pay or reimburse: fees (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in incurred by the case of counsel, the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of this Agreement, the Credit Documents Notes and all other documents incident hereto or thereto (collectively, the "Loan Documents") including, without limitation, the costs and professional fees of Simpson Thacher & Bartlett, New York, New York, whether or not anx xxxxxxxxxxx xontxxxxxxxx hereby shall be consummated, and any and all stamp, intangible or other taxes that may be payable or determined in the future to be payable in connection therewith, (ii) incurred by the Administrative Agent in connection with the administration of the Term Loans and the extension Loan Documents in accordance with the provisions thereof and syndication of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplementwaiver, amendment or waiver consent by the Banks or the Administrative Agent relating to the Loan Documents including, without limitation, costs and professional fees of counsel for the Administrative Agent; and (iii) actually incurred by the Administrative Agent or any of the terms Banks in enforcing the Loan Documents including, without limitation, reasonable attorneys' fees of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a)Banks. (b) The Credit Parties, jointly Company shall indemnify the Administrative Agent and severally, hereby agree to indemnify each Agent, Bank and hold the Administrative Agent and each Lender Bank (and their respective Affiliates, all directors, trustees, officers, employees, representatives, advisors, partners employees and agents of any of the foregoing (eachthe Administrative Agent, the Banks and such directors, officers, employees and agents each referred to as an “Indemnitee”"Indemnified Party")) from, and hold each of them harmless against, any and all Losses costs, losses, liabilities, claims, damages or expenses incurred byby an Indemnified Party, imposed on whether jointly or asserted against any of them directly severally, and whether or indirectly not such Indemnified Party is designated a party thereto, arising out of or by reason of of, or relating to the negotiationdirectly or indirectly to, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating investigation, litigation or other proceeding, pending or threatened, regarding any actions or failure to matters referred to in Sections 5.01 act by the Company involving this Agreement or 5.06 (which shall be the sole remedy in respect of matters referred to therein)any transaction contemplated hereby, (ii) any actual or proposed use by the Company or any of its Subsidiaries of the proceeds from any borrowing hereunder, or (iii) the Administrative Agent's, any Bank's or the Company's entering into and complying with this Agreement or in issuing or delivering the Notes and including, without limitation, the reasonable fees and disbursements of such Losses arising from Indemnified Party's separate counsel incurred in connection with any such investigation, litigation or other proceeding (which shall be advanced by the gross negligence, bad faith Company on request notwithstanding any claim or willful misconduct or material breach assertion that the Indemnified Party is not entitled to indemnification hereunder upon receipt of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as an undertaking to reimburse the Company if it is actually and finally determined by a court of competent jurisdiction that the party is not so entitled). However, the indemnity of the Company set forth herein shall not cover the costs, losses, liabilities, claims, damages or expenses (x) incurred by an Indemnified Party arising out of the bad faith or willful misconduct of such Indemnified Party (as actually and finally determined by a court of competent jurisdiction) or (y) incurred by the Administrative Agent in connection with a final suit, claim or cause of action brought against the Administrative Agent by a Bank pursuant to which such Bank alleges that the Administrative Agent has failed to perform the ministerial duties of the Administrative Agent as expressly set forth herein (such as administering the funding and non-appealable decisioncollection of Term Loans, determining interest rates and the like). (c) The Administrative Agent and (iii) each Bank agree that in the event that any such Losses relating to any dispute between and among Indemnitees that does not involve an act investigation, litigation, suit, action or omission by any Company (other than any claims proceeding is asserted or threatened in writing or instituted against Administrative Agent, Collateral Agent, it or any other agent or bookrunner named on Indemnified Party for which the cover page hereto Administrative Agent or any L/C LenderBank may desire indemnity or defense hereunder, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person Administrative Agent or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person Bank shall promptly notify the Company thereof in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoingwriting and agree, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate appropriate to consult with the Company with a view to minimizing the cost to the parties’ relationship Company of its obligations under this Section 11.3. (d) No action taken by legal counsel chosen by an Indemnified Party in defending against any such investigation litigation, suit, action or proceeding or requested remedial, removal or response action shall vitiate or in any way impair the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect obligations and duties of the respective business or operations of such parties, and, in Company hereunder to indemnify and hold harmless each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security DocumentsIndemnified Party; provided, however, that if the indemnity hereunder Company is required to indemnify any Indemnified Party pursuant hereto, such Indemnified Party shall not settle or compromise any such investigation litigation, suit, action or proceeding without the prior written consent of the Company (which consent shall not be subject unreasonably withheld or delayed) so long as the Company has provided evidence reasonably satisfactory to the exclusions from indemnification set forth in the preceding sentence. To the extent such Indemnified Party that the undertaking to indemnify Equity of the Company and hold harmless set forth in its Subsidiaries on a consolidated basis is not less than zero. (e) The obligations of the Company under this Section 13.03 11.3 shall survive transfer, payment or any other provision satisfaction of any Credit Document providing for indemnification is unenforceable because it is violative Note and any amendment, supplementation, modification or termination of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Expenses Indemnification Etc. The Borrower agrees to pay or reimburse each of the Lenders and the Administrative Agent for: (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (includingincluding the reasonable fees and expenses of Milbank, but limited Tweed, Xxxxxx & XxXxxx LLP, counsel to in the case of counselAdministrative Agent (or such other counsel that the Administrative Agent may select from time to time which, so long as no Default has occurred and is continuing, shall be reasonably satisfactory to the Borrower)) and experts (including the Independent Engineer, the reasonable feesIndependent Insurance Consultant, expenses the Independent Market Consultant and disbursements of one primary legal counsel for Lenders and Agents selected the Independent Environmental Consultant) engaged by the Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) or the Lenders from time to time, in connection with (1i) the negotiation, preparation, execution and delivery of this Agreement and the Credit other Transaction Documents and the extension and syndication of credit under this Agreement, (including the Loans and Commitmentsii) hereunder and (2) the negotiationany amendment, preparation, execution and delivery of any modification, supplement, amendment modification or waiver of any of the terms of this Agreement or any Credit other Transaction Document and (whether iii) the syndication of Loan Commitments or not consummated or effective) requested by the Credit Parties;Loans, (iib) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such the Lenders and the Administrative Agent or Lender (provided that any legal expenses shall be limited to the including reasonable fees, counsels’ fees and expenses and disbursements of one primary legal counsel for Lenders reasonable experts’ fees and Agents selected expenses incurred by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing on behalf of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)Administrative Agent) in connection with (1i) any Default and any enforcement or collection proceedings resulting from such Default or in connection with the negotiation of any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings “work-out” (whether or not consummated) of the workout, restructuring obligations of the Borrower under this Agreement or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement obligations of any Credit Project Party under any Project Document and (3ii) the enforcement of this Section 13.03; 11.03(b), (c) all reasonable out-of-pocket expenses incurred by the LC Issuing Bank in connection with the issuance, amendment, renewal, or extension of any Letter of Credit or any demand for payment thereunder, and (iiid) Administrative Agent all transfer, stamp, documentary or Collateral Agentother similar Taxes, as applicable but without duplication, for assessments or charges levied by any Government Authority in respect of this Agreement or any other Transaction Document or any other document referred to in this Agreement or in any such other Transaction Document and all reasonable and documented costs, expenses, Taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest Lien contemplated by this Agreement or any Credit other Transaction Document to which the Administrative Agent or the Collateral Agent is intended to be a party or any other document referred to thereinin this Agreement or in any such other Transaction Document. Without limiting The Borrower hereby agrees to indemnify the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Administrative Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Parties, jointly and severally, hereby agree to indemnify each Agent, each Lender and their respective Affiliatesofficers, directors, trustees, officers, employees, representatives, advisors, partners attorneys and agents (each, an “Indemnitee”) from, and shall hold each of them harmless against, any and all Losses incurred bylosses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including the reasonable fees and expenses of counsel for each Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party to any such proceeding) that may at any time (including at any time following the Termination Date) be imposed on or on, asserted against any of them directly or indirectly incurred by an Indemnitee as a result of, or arising out of of, or in any way related to or by reason of or relating any claim with respect to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, (i) any of the transactions contemplated by the Credit Documents (including the Transactions), any breach this Agreement or by any Credit Party other Transaction Document or the execution, delivery or performance of this Agreement or any representationother Transaction Document, warranty, covenant (ii) the extensions of credit under this Agreement or other agreement contained in any Credit Document in connection with any of the Transactions, the use actual or proposed use by the Borrower of any of the Loans or Letters extensions of Credit, credit under this Agreement (including any refusal by the issuance of or performance LC Issuing Bank to honor a demand for payment under any a Letter of Credit orif the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the grant to the Administrative Agent or the Collateral Agent for the benefit of, or to any of, the use Secured Parties of any collateral security for Lien on the Obligations Collateral or in any other Property of the Borrower or any other Person or any shareholding, partnership or equity interest in the Borrower or any other Person and (including iii) the exercise by any the Administrative Agent or Lender the Collateral Agent (or the other Secured Parties) of the their rights and remedies or (including foreclosure) under any power of attorney with respect thereto or Security Document (but excluding, as to any action or inaction in respect thereof)Indemnitee, including all amounts payable by any Lender pursuant to Section 12.08Excluded Taxes, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or 5.06 (which shall be the sole remedy in respect disbursements incurred by reason of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith negligence or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as finally determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating or attributable to any dispute between and among Indemnitees that does not involve an act actions or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on events occurring after the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance Borrower is divested of the Indemnitee’s obligations under the facilitiesapplicable Collateral). Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will Borrower hereby agrees to indemnify each Agent, each Lender and each other Indemnitee from, and shall hold each Agent, each Lender and each other Indemnitee harmless against, any Losses losses, liabilities, claims, damages, reasonable expenses, obligations, penalties, actions, judgments, suits, costs or disbursements described in the preceding sentence (including any Lien filed against the Project by any Government Authority but excluding, as provided in the preceding sentence, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements incurred byby reason of the gross negligence or willful misconduct of such Indemnitee) (collectively, imposed on or asserted against any of them “Losses”) arising under any Environmental Law or relating to any Environmental Claim as a result of (i) the past, present or future facilities or operations of any Company (the Borrower or any predecessor-in-interest predecessors to any Company)Borrower, (ii) or the past, present or future condition or operation of any site the Project or facility ownedProject Facility Site, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownershipRelease, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any threatened Release or threatened Release Use of any Hazardous Materials at, on, under or from any such site or facility with respect to the extent such Losses arise from Project or relate to the parties’ relationship under the Credit Documents or to any Company’s Project Facility Site (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release, threatened Release or threatened Release that shall occur Use which occurs during any period when any Agent or Lender such Indemnitee shall be in possession of any such site or facility following the exercise by such the Administrative Agent or Lender, as the case may be, any other Secured Party of any of its rights and remedies hereunder under this Agreement or under any of the Security DocumentsFinancing Document or any other Transaction Document where such Re lease, threatened Release or Use commenced or occurred prior to such period); provided, however, that the indemnity hereunder Borrower shall be subject have no such obligation to the exclusions from indemnification set forth in the preceding sentence. To indemnify any Indemnitee to the extent that the undertaking to indemnify any such Losses are directly and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 primarily caused by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the Indemnitee’s gross negligence, bad faith negligence or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Expenses Indemnification Etc. The Borrower agrees to pay or reimburse each of the Lenders and the Agents (from time to time, and including as a condition precedent to each of the Closing Date and the Initial Disbursement Date) for: (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (includingincluding the reasonable fees and expenses of its counsel Milbank, but limited to in the case of counselTweed, Xxxxxx & XxXxxx LLP ), the Offshore Collateral Agent (including the reasonable feesfees and expenses of its counsel Milbank, Tweed, Xxxxxx & XxXxxx LLP), the Onshore Collateral Agent (including the reasonable fees and expenses and disbursements of one primary legal its counsel for Xxxxxxx, Xxxxx & Xxxxxxx Abogados), Xxxxxxx, Xxxxx & Xxxxxxx Abogados, special Peruvian counsel to the Senior Lenders and Agents selected by (or such replacement counsel that the Administrative Agent may select from time to time which, so long as no Default has occurred and one local counsel in each applicable jurisdiction is continuing, shall be reasonably deemed necessary satisfactory to the Borrower), and experts (including the Independent Advisors and the Model Auditor) engaged by Agents and any “ClearPar” costs and expenses) the Administrative Agent from time to time, in connection with (1i) the negotiation, preparation, execution and delivery of this Agreement and the Credit Documents other Transaction Documents, any COFIDE Guarantee and the extension and syndication of credit under this Agreement, (including the Loans and Commitmentsii) hereunder and (2) the negotiationany amendment, preparation, execution and delivery of any modification, supplement, amendment modification or waiver of any of the terms of this Agreement or any Credit other Transaction Document or any COFIDE Guarantee and (whether iii) the syndication of Commitments or not consummated or effectiveLoans, (b) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender the Senior Lenders and the Agents (provided that any legal expenses shall be limited to the reasonable fees, including counsels’ fees and expenses and disbursements of one primary legal counsel for Lenders experts’ fees and Agents selected expenses incurred by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing on behalf of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)Agents) in connection with (1i) any Default and any enforcement or collection proceedings resulting from such Default or in connection with the negotiation (and preparation, execution and delivery of any Event related documentation) of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, any restructuring or other negotiations or proceedings “work-out” (whether or not consummated) of the workoutobligations of the Borrower under this Agreement, restructuring any other Credit Party under any Financing Documents or transaction contemplated thereby is consummated)the obligations of (x) any Project Party under any Project Document or (y) the obligations of COFIDE or SACE under any COFIDE Guarantee and the SACE Policy, as applicable, (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3ii) the enforcement of this Section 13.03; and 11.03(b), (iiic) Administrative Agent all transfer, stamp, documentary or Collateral Agentother similar taxes, as applicable but without duplication, for assessments or charges levied by any Government Authority in respect of this Agreement or any other Transaction Document or any other document referred to in this Agreement or in any such other Transaction Document and all reasonable and documented costs, expenses, taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest Lien contemplated by this Agreement or any Credit other Transaction Document to which the Agents are intended to be a party or any other document referred to thereinin this Agreement or in any such other Transaction Document and (d) solely payable to FMO, an amount equal to the VAT payable by FMO to COFIDE in respect of the fee payable by FMO to COFIDE pursuant to the terms of its COFIDE Guarantee. Without limiting The Administrative Agent shall be entitled to instruct the rights of any Offshore Collateral Agent under (and the Offshore Collateral Agent shall so instruct the Trustee and the Depositary, as applicable) to withdraw from the Project Accounts amount owed pursuant to this Section 13.03(a), each Agent, promptly after a request of 11.03 and pay such amounts to the applicable Person. The Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Parties, jointly and severally, hereby agree agrees to indemnify each Agentthe Agents, each Lender and each of their respective AffiliatesAffiliates and their respective officers, directors, trustees, officers, employees, representatives, advisors, partners attorneys and agents (each, an “Indemnitee”) from, and shall hold each of them harmless against, any and all Losses incurred bylosses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including the reasonable fees and expenses of counsel for each Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party to any such proceeding) that may at any time (including at any time following the Termination Date) be imposed on or on, asserted against any of them directly or indirectly incurred by an Indemnitee as a result of, or arising out of of, or in any way related to or by reason of or relating any claim with respect to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, (a) any of the transactions contemplated by the Credit Documents (including the Transactions), any breach this Agreement or by any Credit Party other Transaction Document or the execution, delivery or performance of this Agreement or any representationother Transaction Document, warranty, covenant (b) the extensions of credit under this Agreement or other agreement contained in any Credit Document in connection with any of the Transactions, the use actual or proposed use by the Borrower of any of the Loans extensions of credit under this Agreement or Letters of Creditthe grant to the Administrative Agent or the Collateral Agent for the benefit of, or to any of, the issuance of or performance under any Letter of Credit or, the use Secured Parties of any collateral security for Lien on the Obligations Collateral or in any other Property of the Borrower or any other Person or any membership, partnership or Equity Interest in the Borrower or any other Person and (including c) the exercise by any the Administrative Agent, the Trustee, the Common Representative or the Collateral Agent (or Lender the other Secured Parties) of the their rights and remedies or (including foreclosure) under any power of attorney with respect thereto or Security Document (but excluding, as to any action or inaction in respect thereof)Indemnitee, including all amounts payable by any Lender pursuant to Section 12.08Excluded Taxes, but excluding (i) any such Losses relating losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements, to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect extent incurred by reason of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith negligence or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as finally determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such rolesjurisdiction). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will Borrower hereby agrees to indemnify each Agent, each Lender and each other Indemnitee from, and shall hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred bylosses, imposed on liabilities, claims, damages, reasonable expenses, obligations, penalties, actions, judgments, suits, costs or asserted disbursements described in the preceding sentence (including any Lien filed against the Project by any of them Government Authority) (collectively, “Losses”) arising under any Environmental and Social Law or relating to any Environmental and Social Claim as a result of (i) the past, present or future facilities or operations of any Company (the Borrower or any predecessor-in-interest predecessors to any Company)Borrower, (ii) or the past, present or future condition or operation of any site or facility ownedthe Project, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownershipRelease, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any threatened Release or threatened Release Use of any Hazardous Materials at, on, under or from any such site or facility with respect to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s Project (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release, threatened Release or threatened Release that shall occur Use of Hazardous Materials which occurs during any period when any Agent or Lender such Indemnitee shall be in possession of any such site or facility following the exercise by such the Administrative Agent or Lender, as the case may be, any other Secured Party of any of its rights and remedies hereunder under this Agreement or under any of the Security DocumentsFinancing Document or any other Transaction Document where such Release, threatened Release or Use commenced or occurred prior to such period); provided, however, that the indemnity hereunder Borrower shall be subject have no such obligation to the exclusions from indemnification set forth in the preceding sentence. To indemnify any Indemnitee to the extent that the undertaking to indemnify any such Losses are directly and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 primarily caused solely by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the Indemnitee’s gross negligence, bad faith negligence or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Expenses Indemnification Etc. (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, including the reasonable fees, fees and expenses and disbursements of one primary legal Xxxxxx Xxxxxx & Xxxxxxx or other counsel for Lenders and to Agents selected by Administrative Lead Arranger and Collateral Agent (and one all local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expensesAgents)) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and hereunder, (2) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective), (3) requested by the enforcement of any Credit PartiesDocument, and (4) the syndication of the Loans and Commitments; (ii) each Agent and each Lender Creditor for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender Creditor (provided that any legal expenses shall be limited to including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional costs with internal counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.0313.03 and (3) any documentary taxes; and (iii) Administrative Collateral Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdictioncounsel) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent Lender under this Section 13.03(a), each AgentLender, promptly after a upon request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower recovered under this Section 13.03(a). (b) The Credit Parties, jointly and severally, hereby agree to indemnify each Agent, each Lender Creditor and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners employees and agents (each, an “"Indemnitee”") from, and hold each of them harmless against, and that no Indemnitee will have any liability for, any and all Losses incurred by, imposed on or asserted against by any of them (including any and all Losses incurred by any Agent or L/C Lender to any Lender, whether or not any Creditor is a party thereto) directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party Company of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, or the use of any collateral security for the Obligations Loans (including the exercise by any Agent or Lender Creditor of the rights and remedies or any power of attorney with respect thereto or and any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.0812.02, but excluding (i) any such Losses relating to matters referred the extent finally determined by a court of competent jurisdiction to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising have arisen solely from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender Creditor and each other Indemnitee from, and hold each Agent, each Lender Creditor and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them described in the preceding sentence arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-predecessor in interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-predecessor in interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable), or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liablefacility, including any such Release or threatened Release that shall occur during any period when any Agent or Lender Creditor shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, Creditor of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons persons indemnified hereunder. To the fullest extent permitted by applicable law, The Credit Parties also agree that no party hereto Indemnitee shall assert, and the parties hereto hereby waive, have any claim against any Person, on any theory of liability, for special, liability (whether direct or indirect, consequential in contract or punitive damages (as opposed tort or otherwise) for any Losses to direct any Credit Party or actual damages) any Credit Party's security holders or creditors resulting from, arising out of, in connection withany way related to or by reason of any matter referred to in any indemnification or expense reimbursement provisions set forth in any Credit Document, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations except to the extent set forth that any Loss is determined by a court of competent jurisdiction in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations a final nonappealable judgment to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. The Credit Parties agree that, without the prior written consent of Collateral Agent, Lead Arranger and the Majority Lenders which consent shall not be unreasonably withheld, no Credit Party will settle, compromise or material breach consent to the entry of any Credit Document judgment in any pending or threatened Proceeding in respect of which indemnification is reasonably likely to be sought under the indemnification provisions of this Section 13.03 (whether or not any Indemnitee is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release of each Indemnitee from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by such or on behalf of any Indemnitee as determined and does not involve any payment of money or other value by a final and non-appealable judgment of a court of competent jurisdictionany Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

Expenses Indemnification Etc. The Borrower agrees (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents reimburse the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lead Arranger on demand for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counselincluding without limitation, the reasonable feesfees and expenses of counsel to such Persons) up to a maximum amount of $7,500, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents on or about the Closing Date and the extension and syndication initial making of credit (including the Loans and Commitmentshereunder, (b) hereunder and (2) to pay or reimburse the negotiationAdministrative Agent, preparationthe Issuing Bank, execution and delivery of any modificationthe Swingline Lender, supplementthe Lead Arranger, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Documentation Agent and each Lender the Banks for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender Persons (provided that any legal expenses shall be limited to the including reasonable fees, expenses counsels’ fees and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)expenses) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent Agreement and any of the other Credit Documents, and all transfer, stamp, documentary or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expensesother similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement, any of the Notes, or any of the other Credit Documents (except for any such tax imposed on or measured by the income of such Person), and (c) to pay filing and recording fees relating to any taxes and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filingwith, registrationperfecting, recording maintaining and protecting, Liens (if any) created or perfection of any security interest contemplated by to be created pursuant to any Credit Document or Documents at any other document referred to thereintime. Without limiting The Borrower hereby indemnifies the rights of any Agent under this Section 13.03(a), each Administrative Agent, promptly after a request of Borrower from time to timethe Issuing Bank, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Partiesthe Lead Arranger, jointly and severally, hereby agree to indemnify each the Documentation Agent, each the Swingline Lender and the Banks and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners agents and agents Affiliates (each, each of which is sometimes referred to in this subsection as an “IndemniteeIndemnified Party”) from, and agrees to hold each of them Indemnified Party harmless against, any and all Losses incurred bylosses, imposed claims, damages, liabilities or actions or other proceedings commenced or threatened in respect thereof, and all reasonable expenses (including but not limited to expenses that appear on any service charge schedule maintained from time to time by the Administrative Agent or asserted against any of them directly or indirectly arising Bank) that arise out of or by reason in any way relate to or result from the making of Loans hereunder or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the other transactions contemplated by the Credit Documents (including the Transactions)hereby, any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall includeincluding, without limitation, any and all investigation or litigation or other proceedings (whether or not such Losses for Indemnified Party is a party to any action or proceeding out of which any Company could be found liableof the foregoing arise), or (iii) other than any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility the foregoing to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect incurred by reason of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnified Party or material breach of in any Credit Document by action in which the Borrower is the prevailing party against such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionIndemnified Party. Neither the Administrative Agent, the Issuing Bank, the Swingline Lender, the Lead Arranger, the Documentation Agent nor any Bank nor any other Indemnified Party shall be responsible or liable to the Borrower for any consequential damages which may be alleged.

Expenses Indemnification Etc. (a) The Credit PartiesObligors, jointly and severally, agree to pay or reimburse: (i) Agents the Issuing Lender, the Lead Arranger and the Administrative Agent for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local legal counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenseslocality) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and hereunder, (2) the negotiation, preparation, execution and delivery negotiation or preparation of any modification, supplement, amendment supplement or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by and (3) the Credit Parties; syndication of the Loans and Commitments; (ii) each of the Lenders, the Issuing Lender and the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such the Lenders, the Issuing Lender and the Administrative Agent or Lender (provided that any legal expenses shall be limited to including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.0312.03 and (3) any documentary taxes; and and (iii) the Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit PartiesObligors, jointly and severally, hereby agree to indemnify each Agent, each Lender Creditor and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners employees and agents (each, an “Indemnitee”"INDEMNITEE") from, and hold each of them harmless against, and that no Indemnitee will have any liability for, any and all Losses incurred by, imposed on or asserted against by any of them (including any and all Losses incurred by the Administrative Agent, the Lead Arranger or the Issuing Lender to any Lender, whether or not any Creditor is a party thereto) directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions)Documents, any breach by any Credit Party Obligor of any representation, warranty, covenant or other agreement contained in any of the Credit Document Documents in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, or the use of any collateral security for the Obligations Loans (including the exercise by any Agent or Lender Creditor of the rights and remedies or any power of attorney with respect thereto or and any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined extent finally de- termined by a court of competent jurisdiction in a final and non-appealable decision) nonappealable judgment to have arisen primarily from the gross negligence or bad faith of the Indemnitee and (iiiii) claims among the Agents and the Lenders other than to the extent arising out of or as a result of any such Losses relating to any dispute between and among Indemnitees that does not involve an direct or indirect act or omission by of any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto Obligor or any L/C LenderAffiliate, in each casedirector, acting in such capacities officer, employee or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilitiesagent thereof. Without limiting the generality of the foregoing, the Credit PartiesObligors, jointly and severally, will indemnify each Agent, each Lender Creditor and each other Indemnitee from, and hold each Agent, each Lender Creditor and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them described in the preceding sentence arising under any Environmental Law as a result of (iA) the past, present or future operations of any Company (or any predecessor-in-predecessor in interest to any Company), (iiB) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-predecessor in interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable), or (iiiC) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liablefacility, including any such Release or threatened Release that shall occur during any period when any Agent or Lender Creditor shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, Creditor of any of its rights and remedies hereunder or under any of the Security DocumentsDocuments (except to the extent such release or threatened release is caused by the actions of such Creditor); providedPROVIDED, howeverHOWEVER, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentenceparagraph. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 12.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit PartiesObligors, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, The Obligors also agree that no party hereto Indemnitee shall assert, and the parties hereto hereby waive, have any claim against any Person, on any theory of liability, for special, liability (whether direct or indirect, consequential in contract or punitive damages (as opposed tort or otherwise) for any Losses to direct any Obligor or actual damages) any Obligor's security holders or creditors resulting from, arising out of, in connection with, any way related to or as a result of, this Agreement, by reason of any other Credit Document matter referred to in any indemnification 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and expense reimbursement obligations to the extent provisions set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 any other Credit Documents or Document, except to the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of extent that any Credit Document by such Indemnitee as Loss is determined by a final and non-appealable judgment of a court of competent jurisdictionjurisdiction in a final nonappealable judgment to have resulted primarily from the gross negligence or bad faith of such Indemnitee. The Obligors agree that, without the prior written consent of the Administrative Agent, the Lead Arranger and the Majority Lenders which consent shall not be unreasonably withheld, no Obligor will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification is reasonably likely to be sought under the indemnification provisions of this Section 12.03 (whether or not any Indemnitee is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release of each Indemnitee from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee and does not involve any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

Expenses Indemnification Etc. (a) The Credit PartiesWhether or not the transactions contemplated hereby shall be consummated, jointly the Company will pay all reasonable expenses in connection with such transactions and severallyin connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or the other Operative Agreements, agree to pay or reimburse: including, without limitation: (i) Agents for all of their reasonable and documented out-of-pocket costs the cost and expenses of preparing and reproducing this Agreement and the other Operative Agreements, of furnishing all opinions by counsel for the Company or its Subsidiaries (including, but limited to in including any opinions requested by the case of Holders' special counsel, Mayer, Brown, Rowe & Maw and Dewey Ballantine LLP, as to any legal matter arising hxxxxnder) and axx xxxxxxxxxxxx on behalf of the Company or any of its Subsidiaries, and of the Company's or any of its Subsidiaries' performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Holder's principal office, insured to such Holder's reasonable satisfaction, the Notes issued in exchange for the Notes sold to such Holder hereunder and any Notes delivered to such Holder upon any substitution thereof pursuant to this Agreement and of a Holder's delivery of any Notes, insured to such Holder's reasonable satisfaction, upon any such substitution; (iii) the reasonable fees, expenses and disbursements of one primary legal the Holders' special counsel, Mayer, Brown, Rowe & Maw and Dewey Ballantine LLP (or such other counsel for Lenders and Agents selected as may be xxxxcted by Administrative Agent and one the Xxxxxxx) xxx xxe Holders' local counsel in each applicable jurisdiction reasonably deemed necessary by Agents connection with such transactions and any “ClearPar” such amendments or waivers; (iv) the costs and expenses) , including reasonable attorneys' fees, incurred by the Collateral Agent and the Holders or any subsequent Holder of a Note in enforcing or defending any rights under this Agreement or any other Operative Agreement or in responding to any subpoena or other legal process in connection with (1A) this Agreement, (B) any Operative Agreement, (C) the negotiationNotes, preparation, execution and delivery of or (D) the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder transactions contemplated hereby; and (2v) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs expenses incurred by the Collateral Agent and the Holders in connection with such transactions and any such amendments or waivers; provided that the Company shall be required to pay the cost and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of only one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) firm (and solely in any local counsel) retained by the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred Holders in connection with any filingwaivers or amendments. The Company also will pay, registrationand will save each Holder harmless from, recording all claims in respect of the fees, if any, of brokers and finders (unless engaged by the Holders) and any and all liabilities with respect to any Taxes (including interest and penalties) (other than income taxes) which may be payable in respect of the execution and delivery hereof, the issuance of the Notes hereunder, any payment of principal, interest, Premium Amount, if any, arising under the Notes and any amendment or perfection waiver under or in respect hereof or of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a)Notes. (b) The Credit PartiesCompany will protect, jointly indemnify and severally, hereby agree to indemnify each save harmless the Collateral Agent, Initial Purchaser and each Lender Person who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each present, future and former Holder of any Note and their respective Affiliatesofficers, directors, trustees, officers, employees, representatives, advisors, partners agents and agents representatives (eachindividually, an “Indemnitee”"Indemnified Party" and collectively, the "Indemnified Parties") fromfrom and against all losses, liabilities, obligations, claims, damages, penalties, causes of action, costs and hold each of them harmless againstexpenses (including, any without limitation, reasonable attorneys' fees and all Losses expenses) imposed upon or incurred by, imposed on by or asserted against any of them directly or indirectly arising out of or Indemnified Party by reason of (i) any failure on the part of the Company or relating any of its Subsidiaries to perform or comply with any of the negotiationterms of this Agreement or any other Operative Agreement, execution(ii) any negligence or tortious act on the part of the Company or any of its Subsidiaries or any of their respective agents, deliverycontractors, performancesublessees, administration licensees or enforcement invitees, (iii) any untrue statement or alleged untrue statement of any Credit Documentmaterial fact contained in the Offering Circular, (iv) the omission or alleged omission to state in the Offering Circular, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (v) any breach by the Company or any of its Subsidiaries of their respective representations, warranties and agreements set forth herein, (vi) the execution or delivery of any of the Operative Agreements or any agreement or instrument contemplated thereby or any of the transactions contemplated thereby or (vii) any investigation, litigation or other proceeding (whether or not any Indemnified Party is a party thereto) related to the entering into and or performance of any Operative Agreement or the consummation of any transactions contemplated by any of the Credit Documents (Operative Agreements, including the Transactions), any breach by any Credit Party reasonable fees and disbursements of any representation, warranty, covenant or other agreement contained in any Credit Document counsel incurred in connection with any of the Transactionssuch investigation, the use litigation or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which proceeding; provided that nothing contained herein shall be deemed to require the sole remedy in respect of matters referred Company to therein), (ii) any such Losses arising from indemnify the Indemnified Parties for their respective gross negligence, bad faith or willful misconduct misconduct, or material for their breach of any Credit Documents by such Indemnitee their respective obligations under this Agreement or its Related Indemnified Persons (as determined by a court of competent jurisdiction the other Operative Agreements. This indemnity agreement will be in a final and non-appealable decision) and (iii) any such Losses relating addition to any dispute between and among Indemnitees liability that does not involve an act or omission by any the Company (other than any claims against Administrative Agentmay otherwise have to the Indemnified Parties. Notwithstanding, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, anything in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest15(b) to the extent contrary, the Company shall not be liable in any such Losses arise from or relate case for any indemnification to the parties’ relationship extent (but only to the extent) that any such loss, liability, obligation, claim, damage, penalty, cause of action, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Offering Circular in reliance upon and in conformity with written information furnished to the Company by the Initial Purchaser, about the Initial Purchaser, expressly for use therein. (c) The Initial Purchaser will indemnify and hold harmless the Company, its officers, directors, employees, agents, representatives, and each Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Company Indemnified Person") against any losses, liabilities, obligations, claims, damages, penalties, causes of action, costs or expenses to which any Company Indemnified Party may become subject, under the Credit Documents Securities Act or to any Company’s otherwise, insofar as such losses, liabilities, obligations, claims, damages, penalties, causes of action, costs or expenses (or such predecessor-in-interest’sactions in respect thereof) (A) ownershiparise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Offering Circular, operation, lease or use arise out of such site or facility are based upon the omission or (B) any aspect of alleged omission to state therein a material fact necessary to make the respective business or operations of such parties, andstatements therein not misleading, in each case shall includeto the extent, without limitationbut only to the extent, any that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Offering Circular in reliance upon and all such Losses in conformity with written information furnished to the Company by the Initial Purchaser, about the Initial Purchaser, expressly for which use therein; and will reimburse any Company could be found liable, Indemnified Party for any legal or other expenses reasonably incurred by any Company Indemnified Party in connection with investigating or defending any such action or claim as such expenses are incurred. (iiid) any Release or threatened Release Promptly after receipt by an Indemnified Party of notice of the commencement of any Hazardous Materials ataction (including governmental action), onsuch Indemnified Party will, if a claim in respect thereof is to be made against the Company under or from any such site or facility this Section 15, deliver to the extent Company a written notice of the commencement thereof. The Company may, and upon the request of such Losses arise from Indemnified Party will, at the Company's expense resist and defend such action, suit or relate proceeding or cause the same to be resisted and defended by counsel for the insurer of the liability or by counsel designated by the Company and reasonably satisfactory to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or LenderIndemnified Party, as the case may be; provided that any Indemnified Party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice but at its own expense; and provided, further, that if any Indemnified Party reasonably determines that a conflict of interest exists with respect to the representation by such counsel of such Indemnified Party, the Company shall pay the reasonable fees and expenses of counsel selected by such Indemnified Party. In any event, if the Company fails to assume the defense within a reasonable time after any such request, the Indemnified Party may assume such defense or other indemnification obligation and the reasonable fees and expenses of its attorney will be paid by the Company. The failure to deliver written notice to the Company within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve the Company of its rights and remedies hereunder or any liability to the Indemnified Party under this Section 15(b), but the omission to so deliver written notice to the Company will not relieve it of any liability that it may have to any Indemnified Party otherwise than under this Section 15. The obligations of the Security Documents; provided, however, Company under this Section 15 shall survive any termination or satisfaction of this Agreement. Any amounts payable to any Indemnified Party under this Section 15 which are not paid within fifteen (15) days after written demand therefor by any Indemnified Party shall bear interest at a rate per annum equal to the rate of interest stated on the face of the Notes plus 3.0% from the date of such demand. In the event that the indemnity hereunder Company shall be subject required to pay any indemnity under this Section 15, the Company shall pay the Indemnified Party an amount which, after deduction of all Taxes required to be paid by such Indemnified Party in respect of the receipt or accrual thereof (but not for any taxes payable with respect to amounts received for the payment of income taxes), shall be equal to the exclusions amount of such indemnity. (e) The Company shall not, without the prior written consent of an Indemnified Party (which consent shall not be unreasonably withheld or delayed), effect any settlement or compromise of any pending or threatened proceeding in respect of which an Indemnified Party is a party, or indemnity is sought hereunder by such Indemnified Party, unless such settlement (A) includes an unconditional written release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from indemnification set forth all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of the Indemnified Party. (f) In circumstances in which the indemnity agreement provided for in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in paragraphs of this Section 13.03 15 is unavailable to, or any other provision insufficient to hold harmless, an Indemnified Party in respect of any Credit Document providing for indemnification is unenforceable because it is violative loss, liability, obligation, claim, damage, penalty, cause of any law action, cost or public policy expense (or otherwiseactions in respect thereof), the Credit PartiesCompany, jointly in order to provide for just and severallyequitable contributions, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment amount paid or payable by such Indemnified Party as a result of such loss, liability, obligation, claim, damage, penalty, cause of action, cost or expense (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and satisfaction of all indemnified liabilities incurred by any the Indemnified Party on the other from the offering of the Persons indemnified hereunder. To Notes or (ii) if the fullest extent allocation provided by the foregoing clause (i) is not permitted by applicable law, no party hereto not only such relative benefits but also the relative fault of the Company on the one hand and the Indemnified Party on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such loss, liability, obligation, claim, damage, penalty, cause of action, cost or expense (or actions in respect thereof). The relative benefits received by the Company on the one hand and the Initial Purchaser on the other shall assertbe deemed to be in the same proportion as the total proceeds from the offering of the Notes (before deducting expenses) received by the Company bear to the total discounts and commissions received by the Initial Purchaser. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand, or the Initial Purchaser on the other, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omissions, and any other equitable considerations appropriate in the parties hereto hereby waivecircumstances. (g) The Company and the Initial Purchaser agree that it would not be equitable if the amount of such contribution determined pursuant to the immediately preceding paragraph (f) were determined by pro rata or per capita allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of the immediately preceding paragraph (f). Notwithstanding any other provision of this Section 15, any claim against any Personthe Initial Purchaser shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, 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, commissions and other compensation received by such Initial Purchaser under this Agreement, less the aggregate amount of any other Credit Document damages that such Initial Purchaser has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any agreement person who was not guilty of such fraudulent misrepresentation. For purposes of the immediately preceding paragraph (f), each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act or instrument contemplated herebySection 20 of the Exchange Act shall have the same rights to contribution as the Initial Purchaser, and each director of the Company, each officer of the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company. (h) In connection with the Closing, the transactions contemplated hereby Company is requesting that the Initial Purchaser make available for funding an amount equal to the Original Issue Price less the Initial Discount. If, for any reason, on the date scheduled by the Company as the date for the Closing (such date, the "Scheduled Closing Date"), the Initial Purchaser shall at the Company's request have made such amount available, and (i) the closing conditions are not satisfied by 11:00 a.m. on such scheduled date, (ii) the Company did not, by 11:00 a.m. on such scheduled date reschedule such Closing for a subsequent date, and (iii) the Closing in fact does not occur on such scheduled date, the Company shall return to the Initial Purchaser, promptly but in any event no later than the Business Day following the Scheduled Closing Date, the amount so funded by the Initial Purchaser, unless otherwise directed by the Initial Purchaser. The Company will protect, indemnify and hold the Initial Purchaser harmless from and against any and all losses resulting from its failure or therebyinability to invest on the Scheduled Closing Date, any Loan or Letter of Credit or and if directed by the use Initial Purchaser to hold such funds, for each subsequent day that the Closing does not occur, the purchase price of the proceeds thereof; provided that nothing contained in this sentence shall limit Notes to be purchased by it, for the Credit Parties’ indemnity period commencing on the Scheduled Closing Date and reimbursement obligations ending on the date the purchase price is returned to the extent set forth in this Section 13.03 (including Initial Purchaser, at a rate of interest equal to the Credit Parties’ indemnity and reimbursement obligations to indemnify rate of interest on the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionNotes.

Expenses Indemnification Etc. (a) The Credit PartiesObligors, jointly and ------------------------------ severally, agree to pay or reimburse: (i) Agents Joint Lead Arrangers and Administrative Agent for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in including the case reasonable fees and expenses of counsel, the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery negotiation or preparation of any modification, supplement, amendment supplement or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties); (ii) each of the Lenders and Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such the Lenders, the Issuing Lender and Administrative Agent or Lender (provided that any legal expenses shall be limited to including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any Default and any enforcement or collection proceedings resulting from any Event of Defaulttherefrom, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.0312.03 and (3) any documentary taxes; and (iii) each of the Lenders and Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented actual costs, expenses, taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit PartiesObligors, jointly and severally, hereby agree to indemnify each Agent, each Lender Creditor and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners investment advisors and agents (each, an “"Indemnitee”") from, and hold ---------- each of them harmless against, and that no Indemnitee will have any liability for, any and all Losses incurred by, imposed on or asserted against by any of them (including any and all Losses incurred by Administrative Agent, Joint Lead Arrangers or the Issuing Lender to any Lender, whether or not any Creditor is a party thereto) directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions)Documents, any breach by any Credit Party Obligor of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the TransactionsCredit Documents, the use or proposed use of any of the Loans or Letters of Credit, the issuance of Credit or performance under any Letter of Credit or, the use of any collateral security for the Obligations Loans (including the exercise by any Agent or Lender Creditor of the rights and remedies or any power of attorney with respect thereto or and any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as extent finally determined by a court of competent jurisdiction in a final and non-appealable decision) nonappealable judgment to have arisen from the gross negligence or bad faith of the Indemnitee and (iiiii) any such Losses relating to any dispute between and claims among Indemnitees that does not involve an other than to the extent arising out of or as a result of any direct or indirect act or omission by of any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilitiesObligor. Without limiting the generality of the foregoing, the Credit PartiesObligors, jointly and severally, will indemnify each Agent, each Lender Creditor and each other Indemnitee from, and hold each Agent, each Lender Creditor and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them described in the preceding sentence arising under any Environmental Law as a result of (iA) the past, present or future operations of any Company (or any predecessor-in-predecessor in interest to Borrower or any CompanySubsidiary), (iiB) the past, present or future condition of any site or facility owned, operated, operated or leased or used at any time by Borrower or any Company Subsidiary (or any such predecessor-in-predecessor in interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable), or (iiiC) any Release or threatened Release Re- lease of any Hazardous Materials at, on, under at or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liablefacility, including any such Release or threatened Release that shall occur during any period when any Agent or Lender Creditor shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, Creditor of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder -------- ------- shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 12.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit PartiesObligors, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, The Obligors also agree that no party hereto Indemnitee shall assert, and the parties hereto hereby waive, have any claim against any Person, on any theory of liability, for special, liability (whether direct or indirect, consequential in contract or punitive damages (as opposed tort or otherwise) for any Losses to direct any Obligor or actual damages) any Obligor's security holders or creditors resulting from, arising out of, in connection with, any way related to or as a result of, this Agreement, by reason of any other Credit Document matter referred to in any indemnification 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and expense reimbursement obligations to the extent provisions set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 any other Credit Documents or Document, except to the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of extent that any Credit Document by such Indemnitee as Loss is determined by a final and non-appealable judgment of a court of competent jurisdictionjurisdiction in a final nonappealable judgment to have resulted from the gross negligence or bad faith of such Indemnitee. The Obligors agree that, without the prior written consent of Administrative Agent, Joint Lead Arrangers and the Majority Lenders, no Obligor will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification or contribution is reasonably likely to be sought under the indemnification or contribution provisions of this Section 12.03 (whether or not any Indemnitee is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release of each Indemnitee from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee and does not involve any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

Expenses Indemnification Etc. (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, the reasonable fees, expenses expenses, and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Parties, jointly and severally, hereby agree to indemnify each Agent, each Lender and their respective AffiliatesAffiliates and their and their respective affiliates, directors, trustees, officers, employees, representatives, advisors, partners and agents (each, an “Indemnitee”) from, and hold each of them harmless against, any and all Losses incurred by, imposed on or asserted against any of them directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.performance

Expenses Indemnification Etc. (a) The Credit PartiesWhether or not the transactions contemplated hereby shall be consummated, jointly the Company will pay all reasonable expenses in connection with such transactions and severallyin connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement, agree to pay the other Operative Agreements or reimburse: the Notes, including, without limitation: (i) Agents for all of their reasonable and documented out-of-pocket costs the cost and expenses of preparing and reproducing this Agreement, the other Operative Agreements and the Notes, of furnishing all opinions by counsel for the Company, the Restricted Subsidiaries or the General Partners (including, but limited to in the case of including any opinions requested by your special counsel, Debevoise & Xxxxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Company, either General Partner or any Restricted Subsidiary, and of the Company's, either General Partner's or any Restricted Subsidiary's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to your principal office, insured to your satisfaction, the Notes issued to you hereunder and any Notes delivered to you upon any substitution thereof pursuant to Section 14 and of your delivering any Notes, insured to your satisfaction, upon any such substitution; (iii) the reasonable fees, expenses and disbursements of one primary legal your special counsel, Debevoise & Xxxxxxxx (or such other counsel for Lenders and Agents as may be selected by Administrative Agent the Note holders) and one your local counsel in each applicable jurisdiction reasonably deemed necessary by Agents connection with such transactions and any “ClearPar” such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by you or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement, any other Operative Agreement or the Notes or in responding to any subpoena or other legal process in connection with this Agreement, any other Operative Agreement or the Notes or the transactions contemplated hereby or by reason of you or any subsequent holder of Notes having acquired any Note, including without limitation costs and expenses incurred in any bankruptcy case; (1v) the negotiation, preparation, execution cost and delivery expenses of obtaining a Private Placement Number for each series of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder Notes; and (2vi) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs expenses incurred by you in connection with such transactions and any such amendments or waivers, PROVIDED that the Company shall be required to pay the cost and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of only one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) firm (and solely in any local counsel) retained by the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) Note holders in connection with any waivers or amendments. The Company also will pay, and will save you and each holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (1unless engaged by you) and any enforcement or collection proceedings resulting from and all liabilities with respect to any Event taxes (including interest and penalties) (other than income taxes) which may be payable in respect of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings the execution and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Defaultdelivery hereof, the enforcement issue of the Notes hereunder and any Credit Document and (3) amendment or waiver under or in respect hereof or of the enforcement Notes. In furtherance of this Section 13.03; and (iii) Administrative Agent or Collateral Agentthe foregoing, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including on the date of the Closing the Company will pay the reasonable fees and disbursements of one your special counsel which are reflected as unpaid in each applicable jurisdiction) incurred in connection with any filingthe statement of Debevoise & Xxxxxxxx, registrationyour special counsel, recording or perfection delivered to the Company prior to the date of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each AgentClosing; and thereafter the Company will pay, promptly after a request upon receipt of Borrower supplemental statements therefor from time to time, will advise Borrower additional fees, if any, and disbursements of an estimate your special counsel in connection with the transactions hereby contemplated (including unposted disbursements as of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(athe date of the Closing). (b) The Credit PartiesCompany will protect, jointly indemnify and severallysave harmless the Trustee and each present, hereby agree to indemnify each Agent, each Lender future and former holder of any Note and their respective Affiliatesofficers, directors, trustees, officers, employees, representatives, advisors, partners agents and agents representatives (eachindividually, an “Indemnitee”"Indemnified Party" and collectively, the "Indemnified Parties") fromfrom and against all losses, liabilities, obligations, claims, damages, penalties, causes of action, costs and hold each of them harmless againstexpenses (including, any without limitation, attorneys' fees and all Losses expenses) imposed upon or incurred by, imposed on by or asserted against any of them directly or indirectly arising out of or Indemnified Party by reason of (a) ownership of the Collateral, or relating to the negotiationany interest therein, execution, delivery, performance, administration or enforcement receipt of any Credit Documentrent or other sum therefrom, (b) any accident or injury to or death of persons or loss of or damage to property occurring on or about the Collateral or any part thereof, (c) any use, non-use or condition of the Collateral or any part thereof, (d) any failure on the part of the Company, either General Partner or any of their respective Subsidiaries or Affiliates to perform or comply with any of the terms of this Agreement or any other Operative Agreement, (e) the performance of any labor or services or the furnishing of any materials or other property in respect of the Collateral or any part thereof, (f) any negligence or tortious act on the part of the Company, either General Partner, any of the transactions contemplated by the Credit Documents their respective Subsidiaries or Affiliates or any of their respective agents, contractors, sublessees, licensees or invitees, (including the Transactions), g) any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document work in connection with any alterations, changes or construction of the TransactionsCollateral, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (ih) any such Losses relating to matters referred to in Sections 5.01 other relationship that has arisen or 5.06 (which shall be may arise between the sole remedy in respect of matters referred to therein)Company, (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee either General Partner or any of its controlling persons their respective Subsidiaries or controlled Affiliates and (3) the respective agents of such Indemnitee Indemnified Parties or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law Collateral as a result of the delivery or performance of this Agreement, any other Operative Agreement or any action contemplated hereby or thereby or by any other document executed in connection herewith or therewith, (i) the past, present presence or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liableremoval, or (iii) any Release the discharge, spillage, leakage, emission, release, threat of release or threatened Release disposal, of any Hazardous Materials at, on, under under, about or from the Collateral or the noncompliance with any such site or facility Legal Requirement relating thereto, whether arising prior to the extent such Losses arise from issuance of the Notes or relate at any time thereafter and whether or not the Company, either General Partner or any of their respective Subsidiaries or Affiliates is responsible therefor or (j) the holding of, or any interest in, any sum deposited or paid under this Agreement, the Notes or any other Operative Agreement, PROVIDED that nothing contained herein shall be deemed to require the Company to indemnify the Indemnified Parties for their respective gross negligence or willful misconduct, or for their breach of their respective obligations under this Agreement or the other Operative Agreements or for conditions (other than matters covered by clause (f) above) first occurring subsequent to the parties’ relationship under earlier of (y) the Credit Documents or taking of exclusive possession and control of the Collateral for operational purposes pursuant to any Company’s (or such predecessor-in-interest’s) (A) ownershipSection 6.03 of the Company Security Agreement, operation, lease or use of such site or facility or (Bz) any aspect the foreclosure of the respective business Lien under any Security Document and the transfer of title to the Trustee. In case any action, claim, suit or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession proceeding is brought against an Indemnified Party by reason of any such site occurrence, the Company may, and upon the request of such Indemnified Party will, at the Company's expense resist and defend such action, suit or facility following proceeding or cause the exercise same to be resisted and defended by such Agent counsel for the insurer of the liability or Lenderby counsel designated by the Company and reasonably satisfactory to the Indemnified Party, as the case may be, of PROVIDED that any Indemnified Party shall be entitled to participate in any such action, suit or proceeding with counsel of its rights own choice but at its own expense, and remedies hereunder PROVIDED FURTHER that if any Indemnified Party reasonably determines that a conflict of interest exists with respect to the representation by such counsel of such Indemnified Party, the Company shall pay the fees and expenses of counsel selected by such Indemnified Party. In any event, if the Company fails to assume the defense within a reasonable time after any such request, the Indemnified Party may assume such defense or under any other indemnification obligation and the fees and expenses of its attorney will be paid by the Company. The obligations of the Security DocumentsCompany under this Section 16 shall survive any termination or satisfaction of this Agreement. Any amounts payable to any Indemnified Party under this Section 16 which are not paid within 15 days after written demand therefor by any Indemnified Party shall bear interest (i) in the case of Holders of Tranche A Notes, at a rate per annum equal to the rate of interest stated on the face of the Tranche A Notes plus 2.0% from the date of such demand; providedand (ii) in the case of Holders of Tranche B Notes, however, at a rate per annum equal to the rate of interest stated on the face of the Tranche B Notes plus 2.0% from the date of such demand. In the event that the indemnity hereunder Company shall be subject required to pay any indemnity under this Section 16, the Company shall pay the Indemnified Party an amount which, after deduction of all taxes required to be paid by such Indemnified Party in respect of the receipt or accrual thereof (but not for any taxes payable with respect to amounts received for the payment of income taxes), shall be equal to the exclusions from indemnification set forth amount of such indemnity. (c) In connection with the Closing, the Managing General Partner and the Company are requesting that you make available for funding an amount equal to the principal amount specified opposite your name in Schedule A. If, for any reason, on the preceding sentence. To date scheduled by the extent that Managing General Partner and the undertaking to Company as the date for the Closing, you shall at their request have made such amount available, and (i) the closing conditions are not satisfied by 11:00 a.m. on such scheduled date, (ii) the Managing General Partner and the Company do not, by 11:00 a.m. on such scheduled date reschedule such Closing for a subsequent date, and (iii) the Closing in fact does not occur 84 on such scheduled date, the General Partners and the Company will protect, indemnify and hold you harmless set forth in this Section 13.03 from and against any and all losses resulting from your failure or any other provision of any Credit Document providing inability to invest on the scheduled date for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute Closing the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any purchase price of the Persons indemnified hereunder. To the fullest extent permitted Notes to be purchased by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liabilityyou, for specialthe period ending on the next following Business Day (i) in the case of Tranche A Notes, indirectat a rate of interest equal to or greater than the rate of interest on the Tranche A Notes; and (ii) in the case of Tranche B Notes, consequential at a rate of interest equal to 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 Credit Document or any agreement or instrument contemplated hereby, greater than the transactions contemplated hereby or thereby, any Loan or Letter rate of Credit or interest on the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionTranche B Notes.

Expenses Indemnification Etc. (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, the reasonable fees, expenses expenses, and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower Xxxxxxxx in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Parties, jointly and severally, hereby agree to indemnify each Agent, each Lender and their respective AffiliatesAffiliates and their and their respective affiliates, directors, trustees, officers, employees, representatives, advisors, partners and agents (each, an “Indemnitee”) from, and hold each of them harmless against, any and all Losses incurred by, imposed on or asserted against any of them directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.0812.08 (and, in the case of an actual or perceived conflict of interest, of another firm of counsel for each group of similarly affected Indemnitees in each relevant jurisdiction)), but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.any

Expenses Indemnification Etc. (a) The Credit PartiesObligors, jointly and severally, agree to pay or reimburse: (i) Agents the Issuing Lender, the Lead Arranger, the Administrative Agent, the Collateral Agent and each other Agent for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local legal counsel in each applicable jurisdiction locality and independent appraisers and consultants reasonably deemed necessary retained by Agents and any “ClearPar” costs and expensesthe Administrative Agent) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents Documents, including this Agreement and the extension and syndication of credit (including the Loans and Commitments) hereunder and hereunder, (2) the negotiation, preparation, execution and delivery negotiation or preparation of any modification, supplement, amendment supplement or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by and (3) the Credit Partiessyndication of the Loans and Commitments; (ii) each Agent of the Lenders, the Issuing Lender and each Lender Agent for all reasonable and documented out-of-pocket costs and expenses of such the Lenders, the Issuing Lender and each Agent or Lender (provided that any legal expenses shall be limited to including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.0313.03 and (3) any documentary taxes; and (iii) Administrative each Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit PartiesObligors, jointly and severally, hereby agree to indemnify each Agent, each Lender Creditor and their respective Affiliates, directors, trustees, investment advisors, officers, employees, representatives, investment advisors, partners collateral managers, servicers, counsel and agents (each, an “"Indemnitee”") from, and hold each of them harmless against, and that no Indemnitee will have any liability for, any and all Losses incurred by, imposed on or asserted against by any of them (including any and all Losses incurred by any Agent, the Lead Arranger or the Issuing Lender to any Lender, whether or not any Creditor is a party thereto) directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions)Documents, any breach by any Credit Party Obligor of any representation, warranty, covenant or other agreement contained in any of the Credit Document Documents in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, or the use of any collateral security for the Obligations Loans (including the exercise by any Agent or Lender Creditor of the rights and remedies or any power of attorney with respect thereto or and any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as extent finally determined by a court of competent jurisdiction in a final and non-appealable decision) nonappealable judgment to have arisen primarily from the gross negligence or bad faith of the Indemnitee and (iiiii) claims among the Agents and the Lenders other than to the extent arising out of or as a result of any such Losses relating to any dispute between and among Indemnitees that does not involve an direct or indirect act or omission by of any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto Obligor or any L/C LenderAffiliate, in each casedirector, acting in such capacities officer, employee or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilitiesagent thereof. Without limiting the generality of the foregoing, the Credit PartiesObligors, jointly and severally, will indemnify each Agent, each Lender Creditor and each other Indemnitee from, and hold each Agent, each Lender Creditor and each other Indemnitee harmless against, any Losses incurred bydescribed in the preceding sentence, imposed on or asserted against any including, without limitation, reasonable expenses of them investigation by engineers, environmental consultants and similar technical personnel reasonably retained by such Creditor, arising under any Environmental Law as a result of (iA) the past, present or future operations of any Company (or any predecessor-in-predecessor in interest to any Company), (iiB) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-predecessor in interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable), or (iiiC) any Release or threatened Release of any Hazardous Materials at, on, under under, within or emanating from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liablefacility, including any such Release or threatened Release that shall occur during any period when any Agent or Lender Creditor shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, Creditor of any of its rights and remedies hereunder or under any of the Security DocumentsDocuments (except to the extent such Release or threatened Release is caused by the actions of such Creditor); provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentenceparagraph. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit PartiesObligors, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, The Obligors also agree that no party hereto Indemnitee shall assert, and the parties hereto hereby waive, have any claim against any Person, on any theory of liability, for special, liability (whether direct or indirect, consequential in contract or punitive damages (as opposed tort or otherwise) for any Losses to direct any Obligor or actual damages) any Obligor's security holders or creditors resulting from, arising out of, in connection with, any way related to or as a result of, this Agreement, by reason of any other Credit Document matter referred to in any indemnification 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and expense reimbursement obligations to the extent provisions set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 any other Credit Documents or Document, except to the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of extent that any Credit Document by such Indemnitee as Loss is determined by a final and non-appealable judgment of a court of competent jurisdictionjurisdiction in a final nonappealable judgment to have resulted primarily from the gross negligence or bad faith of such Indemnitee. The Obligors agree that, without the prior written consent of the Agents, the Lead Arranger and the Majority Lenders which consent shall not be unreasonably withheld, no Obligor will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification is reasonably likely to be sought under the indemnification provisions of this Section 13.03 (whether or not any Indemnitee is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release of each Indemnitee from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee and does not involve any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

Expenses Indemnification Etc. (a) The Credit PartiesObligors, jointly and severally, agree to pay or reimburse: (i) Agents the Issuing Lender, Co-Syndication Agents, Documentation Agent and Administrative Agent for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders (and Agents selected by Administrative Agent and one all local counsel (including in each applicable jurisdiction reasonably Puerto Rico) deemed necessary by Agents and any “ClearPar” costs and expensesAgents)) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and hereunder, (2) the negotiation, preparation, execution and delivery negotiation or preparation of any modification, supplement, amendment supplement or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by and (3) the Credit Partiessyndication of the Loans and Commitments; (ii) each of the Lenders, the Issuing Lender, Co-Syndication Agents and Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such the Lenders, the Issuing Lender, Co-Syndication Agents and Administrative Agent or Lender (provided that any legal expenses shall be limited to including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.0312.03 and (3) any documentary taxes; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdictioncounsel) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit PartiesObligors, jointly and severally, hereby agree to indemnify each Agent, each Lender Creditor and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners employees and agents (each, an “"Indemnitee”") from, and hold each of them harmless against, and that no Indemnitee will have any liability for, any and all Losses incurred by, imposed on or asserted against by any of them (including any and all Losses incurred by any Agent or the Issuing Lender to any Lender, whether or not any Creditor is a party thereto) directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party Company, as applicable, of any representation, warranty, covenant or other agreement contained in any of the Credit Document Documents in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, or the use of any collateral security for the Obligations Loans (including the exercise by any Agent or Lender Creditor of the rights and remedies or any power of attorney with respect thereto or and any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as extent finally determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating nonappealable judgment to any dispute between and among Indemnitees that does not involve an act have arisen from the gross negligence or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance bad faith of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit PartiesObligors, jointly and severally, will indemnify each Agent, each Lender Creditor and each other Indemnitee from, and hold each Agent, each Lender Creditor and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them described in the preceding sentence arising under any Environmental Law as a result of (iA) the past, present or future operations of any Company (or any predecessor-in-predecessor in interest to any Company), (iiB) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-predecessor in interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable), or (iiiC) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liablefacility, including any such Release or threatened Release that shall occur during any period when any Agent or Lender Creditor shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, Creditor of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 12.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit PartiesObligors, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, The Obligors also agree that no party hereto Indemnitee shall assert, and the parties hereto hereby waive, have any claim against any Person, on any theory of liability, for special, liability (whether direct or indirect, consequential in contract or punitive damages (as opposed tort or otherwise) for any Losses to direct any Obligor or actual damages) any Obligor's security holders or creditors resulting from, arising out of, in connection with, any way related to or as a result of, this Agreement, by reason of any other Credit Document matter referred to in any indemnification 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and expense reimbursement obligations to the extent provisions set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 any other Credit Documents or Document, except to the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of extent that any Credit Document by such Indemnitee as Loss is determined by a final and non-appealable judgment of a court of competent jurisdictionjurisdiction in a final nonappealable judgment to have resulted from the gross negligence or bad faith of such Indemnitee. The Obligors agree that, without the prior written consent of Administrative Agent, Co-Syndication Agents and the Majority Lenders which consent shall not be unreasonably withheld, no Obligor will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification is reasonably likely to be sought under the indemnification provisions of this Section 12.03 (whether or not any Indemnitee is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release of each Indemnitee from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee and does not involve any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

Expenses Indemnification Etc. (a) The Credit PartiesWhether or not the transactions contemplated hereby shall be consummated, jointly the Obligors will pay all expenses in connection with such transactions and severallyin connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or the other Operative Agreements, agree to pay or reimburse: including, without limitation: (i) Agents for all of their reasonable and documented out-of-pocket the costs and expenses of preparing and reproducing this Agreement and the other Operative Agreements, of furnishing all opinions by counsel for the Obligors or the general partner of Star Gas (including, but limited to in including any opinions requested by the case of Purchasers' special counsel, Xxxxxxx and Xxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the reasonable Obligors or the general partner of Star Gas, and of the Obligors' or the general partner of Star Gas's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfaction, the Notes sold to such Purchaser hereunder and any Notes delivered to such Purchaser upon any substitution thereof pursuant to Section 14 and of such Purchaser's delivering any Notes, insured to such Purchaser's satisfaction, upon any such substitution; (iii) the fees, expenses and disbursements of one primary legal counsel for Lenders the Purchasers' special counsel, Xxxxxxx and Agents selected by Administrative Agent Xxxxxx, and one the Purchasers' local counsel in each applicable jurisdiction reasonably deemed necessary by Agents connection with such transactions and any “ClearPar” such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or any other Operative Agreement including, without limitation, the Notes or in responding to any subpoena or other legal process in connection with this Agreement or the transactions contemplated hereby or by reason of any Purchaser or any subsequent holder of Notes having acquired any Note, including without limitation, costs and expenses incurred in any bankruptcy case; (1v) the negotiation, preparation, execution cost and delivery expenses of obtaining a Private Placement Number for each series of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder Notes; and (2vi) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that incurred by any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) Purchaser in connection with such transactions and any such amendments or waivers. The Obligors also will pay, and will save the Purchasers and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (1unless engaged by the Purchasers) and any enforcement or collection proceedings resulting from and all liabilities with respect to any Event taxes (including interest and penalties) which may be payable in respect of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings the execution and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Defaultdelivery hereof, the enforcement issue of the Notes hereunder and any Credit Document and (3) amendment or waiver under or in respect hereof or of the enforcement Notes. In furtherance of this Section 13.03; and (iii) Administrative Agent or Collateral Agentthe foregoing, as applicable but without duplicationon the date of the Closing, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable the Obligors will pay the fees and disbursements of one the Purchasers' special counsel which are reflected as unpaid in each applicable jurisdiction) incurred in connection with any filingthe statement of Xxxxxxx and Xxxxxx, registrationtheir special counsel, recording or perfection delivered to Star Gas prior to the date of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each AgentClosing; and thereafter the Obligors will pay, promptly after a request upon receipt of Borrower supplemental statements therefor from time to time, will advise Borrower additional fees, if any, and disbursements of an estimate the Purchasers' special counsel in connection with the transactions hereby contemplated (including unposted disbursements as of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(athe date of the Closing). (b) The Credit PartiesObligors will protect, jointly indemnify and severallysave harmless the Trustee and each present, hereby agree to indemnify each Agent, each Lender future and former holder of any Note and their respective Affiliatesofficers, directors, trustees, officers, employees, representatives, advisors, partners agents and agents representatives (eachindividually, an “Indemnitee”"Indemnified Party" and collectively, the "Indemnified Parties") fromfrom and against all losses, liabilities, obligations, claims, damages, penalties, causes of action, costs and hold each of them harmless againstexpenses (including, any without limitation, attorneys' fees and all Losses expenses) imposed upon or incurred by, imposed on by or asserted against any of them directly or indirectly arising out of or Indemnified Party by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) ownership of the Mortgaged Property, or any such Losses relating to matters referred to in Sections 5.01 interest therein, or 5.06 (which shall be the sole remedy in respect receipt of matters referred to therein)any rent or other sum therefrom, (ii) any such Losses arising from accident or injury to or death of persons or loss of or damage to property occurring on or about the gross negligenceMortgaged Property or any part thereof, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to use, non-use or condition of the Mortgaged Property or any dispute between and among Indemnitees that does not involve an act or omission by part thereof, (iv) any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named failure on the cover page hereto or any L/C Lenderpart of either Obligor, in each casethe General Partner, acting in such capacities or fulfilling such roles). For purposes the general partner of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee Star Gas or any of its controlling persons their respective Subsidiaries or controlled Affiliates and to perform or comply with any of the terms of this Agreement or any other Operative Agreement, (3v) the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, (vi) any negligence or tortious act on the part of either Obligor, the General Partner, the general partner of Star Gas, any of their respective agents of such Indemnitee Subsidiaries or Affiliates or any of its controlling persons their respective agents, contractors, sublessees, licensees or controlled Affiliatesinvitees, (vii) any work in the case of this clause (3)connection with any alterations, acting at the instructions of such Indemnitee, controlling person changes or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance construction of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoingMortgaged Property, (viii) any other relationship that has arisen or may arise between either Obligor, the Credit PartiesGeneral Partner, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on the general partner of Star Gas or asserted against any of them arising under any Environmental Law their respective Subsidiaries or Affiliates and the Indemnified Parties or the Mortgaged Property as a result of (i) the past, present delivery or future operations performance of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document Operative Agreement or any agreement or instrument contemplated hereby, the transactions action contemplated hereby or therebythereby or by any other document executed in connection herewith or therewith, (ix) the presence or removal, or the discharge, spillage, leakage, emission, release, threat of release or disposal, of any Hazardous Substances on, under, about or from the Mortgaged Property or the noncompliance with any Legal Requirement relating thereto, whether arising prior to the issuance of the Notes or at any time thereafter and whether or not either Obligor, the General Partner, the general partner of Star Gas or any of their respective Subsidiaries or Affiliates is responsible therefor or (x) the holding of, or any interest in, any Loan sum deposited or Letter of Credit paid under this Agreement, the Notes or the use of the proceeds thereof; any other Operative Agreement, provided that nothing contained in this sentence herein shall limit be deemed to require the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations Obligors to indemnify the Indemnitees Indemnified Parties for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). No Indemnitee referred to in subsection conditions (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 Credit Documents or the transactions contemplated hereby or thereby other than matters covered by clause (vi) above) first occurring subsequent to the earlier of (1) the taking of exclusive possession and control of the Mortgaged Property for direct or actual damages resulting from operational purposes pursuant to Section 21.10 of the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.Mortgages or

Expenses Indemnification Etc. The Borrower agrees (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents reimburse the Administrative Agent, the Issuing Banks, and the Joint Lead Arrangers on demand for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counselincluding without limitation, the reasonable feesfees and expenses of counsel to such Persons) up to a maximum amount of $8,000, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents on or about the Closing Date and the extension and syndication initial making of credit (including the Loans hereunder, (b) to pay or reimburse the Administrative Agent, the Issuing Banks, the Joint Lead Arrangers, the Documentation Agents and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender Banks for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender Persons (provided that any legal expenses shall be limited to the including reasonable fees, expenses counsels’ fees and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)expenses) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent Agreement and any of the other Credit Documents, and all transfer, stamp, documentary or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expensesother similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement, any of the Revolving Credit Notes, or any of the other Credit Documents (except for any such tax imposed on or measured by the income of such Person), and (c) to pay filing and recording fees relating to any taxes and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filingwith, registrationperfecting, recording maintaining and protecting, Liens (if any) created or perfection of any security interest contemplated by to be created pursuant to any Credit Document or Documents at any other document referred to thereintime. Without limiting The Borrower hereby indemnifies the rights of any Agent under this Section 13.03(a), each Administrative Agent, promptly after a request of Borrower from time to timethe Issuing Banks, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent the Joint Lead Arrangers, the Documentation Agents, and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Parties, jointly and severally, hereby agree to indemnify each Agent, each Lender the Banks and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners agents and agents affiliates (each, each of which is sometimes referred to in this subsection as an “IndemniteeIndemnified Party”) from, and agrees to hold each of them Indemnified Party harmless against, any and all Losses incurred bylosses, imposed claims, damages, liabilities or actions or other proceedings commenced or threatened in respect thereof, and all reasonable expenses (including but not limited to expenses that appear on any service charge schedule maintained from time to time by the Administrative Agent or asserted against any of them directly or indirectly arising Bank) that arise out of or by reason in any way relate to or result from the making of Loans hereunder or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the other transactions contemplated by the Credit Documents (including the Transactions)hereby, any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall includeincluding, without limitation, any and all investigation or litigation or other proceedings (whether or not such Losses for Indemnified Party is a party to any action or proceeding out of which any Company could be found liableof the foregoing arise), or (iii) other than any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility the foregoing to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect incurred by reason of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnified Party or material breach of in any Credit Document by action in which the Borrower is the prevailing party against such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionIndemnified Party. Neither the Administrative Agent, any Issuing Bank, any Joint Lead Arranger, any Documentation Agent nor any Bank nor any other Indemnified Party shall be responsible or liable to the Borrower for any consequential damages which may be alleged.

Expenses Indemnification Etc. (a) The Credit PartiesEach of the Loan Parties agrees, jointly whether or not the transactions contemplated hereby shall be consummated, to pay, and severallysave the Agent harmless against liability for the payment of, agree to pay or reimburse: (i) Agents for reasonable syndication related expenses (including legal costs) of the Agent incurred, and all of their reasonable and documented other out-of-pocket costs and expenses (including, but limited to in of the case of counsel, the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) arising in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Parties, jointly and severally, hereby agree to indemnify each Agent, each Lender and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners and agents (each, an “Indemnitee”) from, and hold each of them harmless against, any and all Losses incurred by, imposed on or asserted against any of them directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein)transactions, (ii) all filing and recordation fees which may at any such Losses arising from time be payable in respect of the gross negligenceCollateral Security Documents or the Supplemental Collateral Security Documents, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating all reasonable stenographic and duplication costs and the reasonable fees and expenses of counsel to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, Agent in each case, acting in such capacities or fulfilling such roles). For purposes of connection with this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoingAgreement, the Notes, the Letters of Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Collateral Security Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated herebyloan Instrument, the transactions contemplated hereby or thereby, (iv) the reasonable cost and expenses, including attorneys' fees, incurred by the Agent and the Lenders in enforcing any Loan of their rights under this Agreement, the Notes, the Letters of Credit, the Collateral Security Documents or Letter of Credit any other Basic Document or in complying with any subpoena or other legal process served upon the use Agent or any of the proceeds thereof; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Lenders in connection with this Agreement Agreement, the Notes, the Letters of Credit, the Collateral Security Documents or the any other Credit Documents Basic Document, or the transactions contemplated hereby or thereby including without limitation, costs and expenses incurred in any bankruptcy case and (v) the reasonable costs and expenses, including attorneys' fees, and all stenographic and duplication costs, incurred by the Agent in connection with or relating to the negotiation, preparation, execution or delivery of any amendment, modification, supplement, consent or waiver requested by any party relating to this Agreement, the Notes, the Letters of Credit, the Collateral Security Documents, or any other Basic Document or the transaction contemplated hereby or thereby. (b) Each of the Loan Parties agrees to pay, and hold the Agent and the Lenders harmless from and against, any and all present and future stamp and other similar taxes with respect to the transactions contemplated by this Agreement, and save the Agent and the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. A certificate in reasonable detail as to any amounts payable to the Agent or any of the Lenders under this section 9.1(b) submitted to the Borrower by the Agent or any of the Lenders in good faith shall be presumed to be correct absent manifest error and shall be binding upon all of the parties to this Agreement and any assignees or transferees. (c) Each of the Loan Parties agrees, to the extent permitted by law, to indemnify, pay and hold harmless each of the Agent and the lenders (except from its or their gross negligence or willful misconduct) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind whatsoever which may be imposed on, incurred by or asserted against the Agent or such Lender in any way relating to or arising out of this Agreement, the Notes, the Letters of Credit, any of the Collateral Security Documents, Basic Documents, or other documents or transactions in connection with or relating thereto. Each of the Loan Parties agrees to indemnify the Agent and the Lenders against any claims for brokerage fees or commissions payable to any broker or finder in connection with the Loans or the financing contemplated by this Agreement (other than for direct any such broker or actual damages resulting from finder acting solely on behalf of the gross negligence, bad faith Agent or willful misconduct or material breach Lenders) and to pay all expenses incurred by any such parties in connection with the defense of any Credit Document action brought to collect any brokerage fees or commissions by any such Indemnitee as determined Person. (d) The obligations of the Loan Parties under this Section 9.1 shall survive resignation or removal of the Agent, transfer by a final the Lenders and non-appealable judgment payment in full of a court of competent jurisdictionthe Notes and other Obligations.

Expenses Indemnification Etc. The Borrower agrees (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents reimburse the Administrative Agent, the Issuing Bank, the Lead Arranger on demand for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counselincluding without limitation, the reasonable feesfees and expenses of counsel to such Persons) up to a maximum amount of $15,000, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents on or about the Closing Date and the extension and syndication initial making of credit (including the Loans and Commitmentshereunder, (b) hereunder and (2) to pay or reimburse the negotiationAdministrative Agent, preparationthe Issuing Bank, execution and delivery of any modificationthe Lead Arranger, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Documentation Agent and each Lender the Banks for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender Persons (provided that any legal expenses shall be limited to the including reasonable fees, expenses counsels’ fees and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)expenses) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent Agreement and any of the other Credit Documents, and all transfer, stamp, documentary or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expensesother similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement, any of the Revolving Credit Notes, or any of the other Credit Documents (except for any such tax imposed on or measured by the income of such Person), and (c) to pay filing and recording fees relating to any taxes and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filingwith, registrationperfecting, recording maintaining and protecting, Liens (if any) created or perfection of any security interest contemplated by to be created pursuant to any Credit Document or Documents at any other document referred to thereintime. Without limiting The Borrower hereby indemnifies the rights of any Agent under this Section 13.03(a), each Administrative Agent, promptly after a request of Borrower from time to timethe Issuing Bank, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Partiesthe Lead Arranger, jointly and severally, hereby agree to indemnify each the Documentation Agent, each Lender and the Banks and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners agents and agents affiliates (each, each of which is sometimes referred to in this subsection as an “IndemniteeIndemnified Party”) from, and agrees to hold each of them Indemnified Party harmless against, any and all Losses incurred bylosses, imposed claims, damages, liabilities or actions or other proceedings commenced or threatened in respect thereof, and all reasonable expenses (including but not limited to expenses that appear on any service charge schedule maintained from time to time by the Administrative Agent or asserted against any of them directly or indirectly arising Bank) that arise out of or by reason in any way relate to or result from the making of Loans hereunder or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the other transactions contemplated by the Credit Documents (including the Transactions)hereby, any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall includeincluding, without limitation, any and all investigation or litigation or other proceedings (whether or not such Losses for Indemnified Party is a party to any action or proceeding out of which any Company could be found liableof the foregoing arise), or (iii) other than any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility the foregoing to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect incurred by reason of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnified Party or material breach of in any Credit Document by action in which the Borrower is the prevailing party against such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionIndemnified Party. Neither the Administrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent nor any Bank nor any other Indemnified Party shall be responsible or liable to the Borrower for any consequential damages which may be alleged.

Expenses Indemnification Etc. (a) The Credit PartiesWhether or not the transactions contemplated hereby shall be consummated, jointly the Company will pay all reasonable expenses in connection with such transactions and severallyin connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement, agree to pay the other Operative Agreements or reimburse: the Notes, including, without limitation: (i) Agents for all of their reasonable and documented out-of-pocket costs the cost and expenses of preparing and reproducing this Agreement, the other Operative Agreements and the Notes, of furnishing all opinions by counsel for the Company, the Restricted Subsidiaries or the General Partners (including, but limited to in the case of including any opinions requested by your special counsel, Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Company, either General Partner or any Restricted Subsidiary, and of the Company's, either General Partner's or any Restricted Subsidiary's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to your principal office, insured to your satisfaction, the Notes issued in exchange for the Notes sold to you hereunder and any Notes delivered to you upon any substitution thereof pursuant to SECTION 14 and of your delivering any Notes, insured to your satisfaction, upon any such substitution; (iii) the reasonable fees, expenses and disbursements of one primary legal your special counsel, Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx (or such other counsel for Lenders and Agents as may be selected by Administrative Agent the Note holders) and one your local counsel in each applicable jurisdiction reasonably deemed necessary by Agents connection with such transactions and any “ClearPar” such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by you or any subsequent holder of a Note in enforcing (or determining (b) in connection with The Company will protect, indemnify and save harmless each present, future and former holder of any Note and their respective officers, directors, trustees, employees, agents and representatives (1individually, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") from and against all losses, liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys' fees and expenses) imposed upon or incurred by or asserted against any Indemnified Party by reason of (i) any failure on the negotiation, preparation, execution and delivery part of the Credit Documents and Company, the extension and syndication Operating Partnership, either General Partner or any of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplement, amendment their respective Subsidiaries or waiver of Affiliates to perform or comply with any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document Agreement or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Parties, jointly and severally, hereby agree to indemnify each Agent, each Lender and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners and agents (each, an “Indemnitee”) from, and hold each of them harmless against, any and all Losses incurred by, imposed on or asserted against any of them directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein)Operative Agreement, (ii) any such Losses arising from negligence or tortious act on the gross negligencepart of the Company, bad faith the Operating Partnership, either General Partner, any of their respective Subsidiaries or willful misconduct Affiliates or material breach any of any Credit Documents by such Indemnitee their respective agents, contractors, sublessees, licensees or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and invitees, (iii) any such Losses relating to any dispute other relationship that has arisen or may arise between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agentthe Company, Collateral Agentthe Operating Partnership, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee either General Partner or any of its controlling persons their respective Subsidiaries or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law Indemnified Parties as a result of (i) the pastdelivery or performance of this Agreement, present or future operations of any Company (other Operative Agreement or any predecessor-in-interest to any Company), (ii) the past, present action contemplated hereby or future condition of any site thereby or facility owned, operated, leased or used at any time by any Company (other document executed in connection herewith or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liabletherewith, or (iiiiv) the holding of, or any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-interest in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which sum deposited or paid under this Agreement, the Notes or any Company could be found liable, including any such Release or threatened Release other Operative Agreement; PROVIDED that shall occur during any period when any Agent or Lender nothing contained herein shall be in possession deemed to require the Company to indemnify the Indemnified Parties for their respective gross negligence or willful misconduct, or for their breach of their respective obligations under this Agreement or the other Operative Agreements. In case any action, claim, suit or proceeding is brought against an Indemnified Party by reason of any such site occurrence, the Company may, and upon the request of such Indemnified Party will, at the Company's expense resist and defend such action, suit or facility following proceeding or cause the exercise same to be resisted and defended by such Agent counsel for the insurer of the liability or Lenderby counsel designated by the Company and reasonably satisfactory to the Indemnified Party, as the case may be; PROVIDED that any Indemnified Party shall be entitled to participate in any such action, of any suit or proceeding with counsel of its rights own choice but at its own expense; and remedies hereunder or under any of the Security Documents; providedPROVIDED, howeverFURTHER, that the indemnity hereunder shall be subject if any Indemnified Party reasonably determines that a conflict of interest exists with respect to the exclusions from indemnification set forth representation by such counsel of such Indemnified Party, the Company shall pay the fees (c) In connection with the Closing, the Managing General Partner and the Company are requesting that you make available for funding an amount equal to the principal amount specified opposite your name in SCHEDULE A. If, for any reason, on the preceding sentence. To date scheduled by the extent that Managing General Partner and the undertaking to Company as the date for the Closing, you shall at their request have made such amount available, and (i) the closing conditions are not satisfied by 11:00 a.m. on such scheduled date, (ii) the Managing General Partner and the Company do not, by 11:00 a.m. on such scheduled date reschedule such Closing for a subsequent date, and (iii) the Closing in fact does not occur on such scheduled date, the General Partners and the Company will protect, indemnify and hold you harmless set forth in this Section 13.03 from and against any and all losses resulting from your failure or any other provision of any Credit Document providing inability to invest on the scheduled date for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute Closing the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any purchase price of the Persons indemnified hereunder. To the fullest extent permitted Notes to be purchased by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liabilityyou, for special, indirect, consequential the period ending on the next following Business Day at a rate of interest equal to 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 Credit Document or any agreement or instrument contemplated hereby, greater than the transactions contemplated hereby or thereby, any Loan or Letter rate of Credit or interest on the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionNotes.

Expenses Indemnification Etc. (a) The Credit PartiesObligors, jointly ------------------------------ and severally, agree to pay or reimburse: (i) Agents the An-anger and Administrative Agent for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expensescounsel) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and hereunder, (2) the negotiation, preparation, execution and delivery negotiation or preparation of any modification, supplement, amendment supplement or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by and (3) the Credit Partiesprimary syndication of the Loans and Commitments; (ii) each of the Lenders and the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such the Lenders and the Administrative Agent or Lender (provided that any legal expenses shall be limited to including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any Default and any enforcement or collection proceedings resulting from any Event of Defaulttherefrom, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.0312.03 and (3) any documentary taxes; and (iii) each of the Lenders and the Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit PartiesObligors, jointly and severally, hereby agree to indemnify each Agent, each Lender Creditor and their respective re spective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners employees and agents (each, an “"Indemnitee”") from, and hold each of them ---------- harmless against, and that no Indemnitee will have any liability for, any and all Losses incurred by, imposed on or asserted against by any of them (including any and all Losses incurred by Administrative Agent or Arranger to any Lender, whether or not any Creditor is a party thereto) directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions)Documents, any breach by any Credit Party Obligor of any representation, warranty, covenant or other agreement contained in any of the Credit Document Documents in connection with any of the Transactions, Transactions or the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08Loans, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as extent finally determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating nonappealable judgment to any dispute between and among Indemnitees that does not involve an act have arisen from the gross negligence or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance bad faith of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit PartiesObligors, jointly and severally, will indemnify each Agent, each Lender Creditor and each other Indemnitee from, and hold each Agent, each Lender Creditor and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them described in the preceding sentence arising under any Environmental Law as a result of (iA) the past, present or future operations of any Company (or any predecessor-in-predecessor in interest to any Company), (iiB) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-predecessor in interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable), or (iiiC) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liablefacility, including any such Release or threatened Release that shall occur during any period when any Agent or Lender Creditor shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, Creditor of any of its rights and remedies hereunder or under any of the Security Documentshereunder; provided, however, that the indemnity hereunder shall be -------- ------- subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 12.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit PartiesObligors, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, The Obligors also agree that no party hereto Indemnitee shall assert, and the parties hereto hereby waive, have any claim against any Person, on any theory of liability, for special, liability (whether direct or indirect, consequential in contract or punitive damages (as opposed tort or otherwise) for any Losses to direct any Obligor or actual damages) any Obligor' s security holders or creditors resulting from, arising out of, in connection with, any way related to or as a result of, this Agreement, by reason of any other Credit Document matter referred to in any indemnification 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and expense reimbursement obligations to the extent provisions set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 any other Credit Documents or Document, except to the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of extent that any Credit Document by such Indemnitee as Loss is determined by a final and non-appealable judgment of a court of competent jurisdictionjurisdiction in a final nonappealable judgment to have resulted from the gross negligence or bad faith of such Indemnitee. The Obligors agree that, without the prior written consent of Administrative Agent, Arranger and the Majority Lenders, which consent shall not be unreasonably withheld, no Obligor will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification is reasonably likely to be sought under the indemnification provisions of this Section 12.03 (whether or not any Indemnitee is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release of each Indemnitee from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee and does not involve any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

Expenses Indemnification Etc. (a) The Credit PartiesCompany shall pay all reasonable costs, jointly expenses, taxes and severally, agree to pay or reimburse: fees (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in incurred by the case of counsel, the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of this Agreement, the Credit Documents Notes and all other documents incident hereto or thereto (collectively, the "Loan Documents") including, without limitation, the costs and professional fees of Xxxxxxx Xxxxxxx & Xxxxxxxx, New York, New York, whether or not any transaction contemplated hereby shall be consummated, and any and all stamp, intangible or other taxes that may be payable or determined in the future to be payable in connection therewith, (ii) incurred by the Administrative Agent in connection with the administration of the Term Loans and the extension Loan Documents in accordance with the provisions thereof and syndication of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplementwaiver, amendment or waiver consent by the Banks or the Administrative Agent relating to the Loan Documents including, without limitation, costs and professional fees of counsel for the Administrative Agent; and (iii) actually incurred by the Administrative Agent or any of the terms Banks in enforcing the Loan Documents including, without limitation, reasonable attorneys' fees of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a)Banks. (b) The Credit Parties, jointly Company shall indemnify the Administrative Agent and severally, hereby agree to indemnify each Agent, Bank and hold the Administrative Agent and each Lender Bank (and their respective Affiliates, all directors, trustees, officers, employees, representatives, advisors, partners employees and agents of any of the foregoing (eachthe Administrative Agent, the Banks and such directors, officers, employees and agents each referred to as an “Indemnitee”"Indemnified Party")) from, and hold each of them harmless against, any and all Losses costs, losses, liabilities, claims, damages or expenses incurred byby an Indemnified Party, imposed on whether jointly or asserted against any of them directly severally, and whether or indirectly not such Indemnified Party is designated a party thereto, arising out of or by reason of of, or relating to the negotiationdirectly or indirectly to, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating investigation, litigation or other proceeding, pending or threatened, regarding any actions or failure to matters referred to in Sections 5.01 act by the Company involving this Agreement or 5.06 (which shall be the sole remedy in respect of matters referred to therein)any transaction contemplated hereby, (ii) any actual or proposed use by the Company or any of its Subsidiaries of the proceeds from any borrowing hereunder, or (iii) the Administrative Agent's, any Bank's or the Company's entering into and complying with this Agreement or in issuing or delivering the Notes and including, without limitation, the reasonable fees and disbursements of such Losses arising from Indemnified Party's separate counsel incurred in connection with any such investigation, litigation or other proceeding (which shall be advanced by the gross negligence, bad faith Company on request notwithstanding any claim or willful misconduct or material breach assertion that the Indemnified Party is not entitled to indemnification hereunder upon receipt of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as an undertaking to reimburse the Company if it is actually and finally determined by a court of competent jurisdiction that the party is not so entitled). However, the indemnity of the Company set forth herein shall not cover the costs, losses, liabilities, claims, damages or expenses (x) incurred by an Indemnified Party arising out of the bad faith or willful misconduct of such Indemnified Party (as actually and finally determined by a court of competent jurisdiction) or (y) incurred by the Administrative Agent in connection with a final suit, claim or cause of action brought against the Administrative Agent by a Bank pursuant to which such Bank alleges that the Administrative Agent has failed to perform the ministerial duties of the Administrative Agent as expressly set forth herein (such as administering the funding and non-appealable decisioncollection of Term Loans, determining interest rates and the like). (c) The Administrative Agent and (iii) each Bank agree that in the event that any such Losses relating to any dispute between and among Indemnitees that does not involve an act investigation, litigation, suit, action or omission by any Company (other than any claims proceeding is asserted or threatened in writing or instituted against Administrative Agent, Collateral Agent, it or any other agent or bookrunner named on Indemnified Party for which the cover page hereto Administrative Agent or any L/C LenderBank may desire indemnity or defense hereunder, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person Administrative Agent or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person Bank shall promptly notify the Company thereof in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoingwriting and agree, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate appropriate to consult with the Company with a view to minimizing the cost to the parties’ relationship Company of its obligations under this Section 11.3. (d) No action taken by legal counsel chosen by an Indemnified Party in defending against any such investigation, litigation, suit, action or proceeding or requested remedial, removal or response action shall vitiate or in any way impair the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect obligations and duties of the respective business or operations of such parties, and, in Company hereunder to indemnify and hold harmless each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security DocumentsIndemnified Party; provided, however, that if the indemnity hereunder Company is required to indemnify any Indemnified Party pursuant hereto, such Indemnified Party shall not settle or compromise any such investigation, litigation, suit, action or proceeding without the prior written consent of the Company (which consent shall not be subject unreasonably withheld or delayed) so long as the Company has provided evidence reasonably satisfactory to the exclusions from indemnification set forth in the preceding sentence. To the extent such Indemnified Party that the undertaking to indemnify Equity of the Company and hold harmless set forth in its Subsidiaries on a consolidated basis is not less than zero. (e) The obligations of the Company under this Section 13.03 11.3 shall survive transfer, payment or any other provision satisfaction of any Credit Document providing for indemnification is unenforceable because it is violative Note and any amendment, supplementation, modification or termination of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Expenses Indemnification Etc. (a) The Credit PartiesWhether or not the transactions contemplated hereby shall be consummated, jointly the Company will pay all reasonable expenses in connection with such transactions and severallyin connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement, agree to pay the other Operative Agreements or reimburse: the Notes, including, without limitation: (i) Agents for all of their reasonable and documented out-of-pocket costs the cost and expenses of preparing and reproducing this Agreement, the other Operative Agreements and the Notes, of furnishing all opinions by counsel for the Company, the Restricted Subsidiaries, Northwestern or the General Partners (including, but limited to in the case of including any opinions requested by your special counsel, Xxxxxxxxx & Xxxxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Company, either General Partner, Northwestern or any Restricted Subsidiary, and of the Company's, either General Partner's, Northwestern's or any Restricted Subsidiary's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to your principal office, insured to your satisfaction, the Notes issued in exchange for the Notes sold to you hereunder and any Notes delivered to you upon any substitution thereof pursuant to Section 14 and of your delivering any Notes, insured to your satisfaction, upon any such substitution; (iii) the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders your special counsel, Debevoise & Xxxxxxxx and Agents selected by Administrative Agent and one your local counsel in each applicable jurisdiction reasonably deemed necessary by Agents connection with such transactions and any “ClearPar” such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by you or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement, any other Operative Agreement or the Notes or in responding to any subpoena or other legal process in connection with this Agreement, any other Operative Agreement or the Notes or the transactions contemplated hereby or by reason of you or any subsequent holder of Notes having acquired any Note, including without limitation costs and expenses incurred in any bankruptcy case; (1v) the negotiation, preparation, execution cost and delivery expenses of obtaining a Private Placement Number for the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder Notes; and (2vi) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs expenses incurred by you in connection with such transactions and any such amendments or waivers, PROVIDED that the Company shall be required to pay the cost and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of only one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) firm (and solely in any local counsel) retained by the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) Noteholders in connection with any waivers or amendments. The Company also will pay, and will save you and each holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (1unless engaged by you) and any enforcement or collection proceedings resulting from and all liabilities with respect to any Event taxes (including interest and penalties) (other than income taxes) which may be payable in respect of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings the execution and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Defaultdelivery hereof, the enforcement issue of the Notes hereunder and any Credit Document and (3) amendment or waiver under or in respect hereof or of the enforcement Notes. In furtherance of this Section 13.03; and (iii) Administrative Agent or Collateral Agentthe foregoing, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including on the date of the Closing the Company will pay the reasonable fees and disbursements of one your special counsel which are reflected as unpaid in each applicable jurisdiction) incurred in connection with any filingthe statement of Debevoise & Xxxxxxxx, registrationyour special counsel, recording or perfection delivered to the Company prior to the date of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each AgentClosing; and thereafter the Company will pay, promptly after a request upon receipt of Borrower supplemental statements therefor from time to time, will advise Borrower additional fees, if any, and disbursements of an estimate your special counsel in connection with the transactions hereby contemplated (including unposted disbursements as of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(athe date of the Closing). (b) The Credit PartiesCompany will protect, jointly indemnify and severallysave harmless the Trustee and each present, hereby agree to indemnify each Agent, each Lender future and former holder of any Note and their respective Affiliatesofficers, directors, trustees, officers, employees, representatives, advisors, partners agents and agents representatives (eachindividually, an “Indemnitee”"Indemnified Party" and collectively, the "Indemnified Parties") fromfrom and against all losses, liabil- 104 ities, obligations, claims, damages, penalties, causes of action, costs and hold each of them harmless againstexpenses (including, any without limitation, attorneys' fees and all Losses expenses) imposed upon or incurred by, imposed on by or asserted against any of them directly or indirectly arising out of or Indemnified Party by reason of (a) ownership of the Collateral, or relating to the negotiationany interest therein, execution, delivery, performance, administration or enforcement receipt of any Credit Documentrent or other sum therefrom, (b) any accident or injury to or death of persons or loss of or damage to property occurring on or about the Collateral or any part thereof, (c) any use, non-use or condition of the Collateral or any part thereof, (d) any failure on the part of the Company, either General Partner or any of their respective Subsidiaries or Affiliates to perform or comply with any of the terms of this Agreement or any other Operative Agreement, (e) the performance of any labor or services or the furnishing of any materials or other property in respect of the Collateral or any part thereof, (f) any negligence or tortious act on the part of the Company, either General Partner, any of the transactions contemplated by the Credit Documents their respective Subsidiaries or Affiliates or any of their respective agents, contractors, sublessees, licensees or invitees, (including the Transactions), g) any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document work in connection with any alterations, changes or construction of the TransactionsCollateral, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (ih) any such Losses relating to matters referred to in Sections 5.01 other relationship that has arisen or 5.06 (which shall be may arise between the sole remedy in respect of matters referred to therein)Company, (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee either General Partner or any of its controlling persons their respective Subsidiaries or controlled Affiliates and (3) the respective agents of such Indemnitee Indemnified Parties or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law Collateral as a result of the delivery or performance of this Agreement, any other Operative Agreement or any action contemplated hereby or thereby or by any other document executed in connection herewith or therewith, (i) the pastpresence or removal, present or future operations the discharge, spillage, leakage, emission, release, threat of release or disposal, of any Company (Hazardous Substances on, under, about or from the Collateral or the noncompliance with any predecessor-in-interest Legal Requirement relating thereto, whether arising prior to any Company), (ii) the past, present issuance of the Notes or future condition of any site or facility owned, operated, leased or used at any time by any Company (thereafter and whether or not the Company, either General Partner or any such predecessor-of their respective Subsidiaries or Affiliates is responsible therefor or (j) the holding of, or any interest in-interest, any sum deposited or paid under this Agreement, the Notes or any other Operative Agreement, PROVIDED that nothing contained herein shall be deemed to require the Company to indemnify the Indemnified Parties for conditions (other than matters covered by clause (f) above) first occurring subsequent to the extent such Losses arise from or relate earlier of (x) the taking of exclusive possession and control of the Collateral for operational purposes pursuant to Section 6.03 of the Company Security Agreement, (y) the foreclosure of the Lien under any Security Document and the transfer of title to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liableTrustee, or (iiiz) for their respective gross negligence or willful misconduct, or for their breach of their respective obligations under this Agreement or the other Operative Agreements. In case any Release action, claim, suit or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession proceeding is brought against an Indemnified Party by reason of any such site occurrence, the Company may, and upon the request of 105 such Indemnified Party will, at the Company's expense resist and defend such action, suit or facility following proceeding or cause the exercise same to be resisted and defended by such Agent counsel for the insurer of the liability or Lenderby counsel designated by the Company and reasonably satisfactory to the Indemnified Party, as the case may be, of PROVIDED that any Indemnified Party shall be entitled to participate in any such action, suit or proceeding with counsel of its rights own choice but at its own expense, and remedies hereunder PROVIDED FURTHER that if any Indemnified Party reasonably determines that a conflict of interest exists with respect to the representation by such counsel of such Indemnified Party, the Company shall pay the fees and expenses of counsel selected by such Indemnified Party. In any event, if the Company fails to assume the defense within a reasonable time after any such request, the Indemnified Party may assume such defense or under any other indemnification obligation and the fees and expenses of its attorney will be paid by the Company. The obligations of the Security Documents; provided, however, Company under this Section 16 shall survive any termination or satisfaction of this Agreement. Any amounts payable to any Indemnified Party under this Section 16 which are not paid within 15 days after written demand therefor by any Indemnified Party shall bear interest at the rate of _____% per annum from the date of such demand. In the event that the indemnity hereunder Company shall be subject required to pay any indemnity under this Section 16, the Company shall pay the Indemnified Party an amount which, after deduction of all taxes required to be paid by such Indemnified Party in respect of the receipt or accrual thereof (but not for any taxes payable with respect to amounts received for the payment of income taxes), shall be equal to the exclusions from indemnification set forth amount of such indemnity. (c) In connection with the Closing, the Managing General Partner and the Company are requesting that you make available for funding an amount equal to the principal amount specified opposite your name in Schedule A. If, for any reason, on the preceding sentence. To date scheduled by the extent that General Partners and the undertaking to Company as the date for the Closing, you shall at their request have made such amount available, and (i) the closing conditions are not satisfied by 11:00 a.m. on such scheduled date, (ii) the General Partners and the Company do not, by 11:00 a.m. on such scheduled date reschedule such Closing for a subsequent date, and (iii) the Closing in fact does not occur on such scheduled date, the General Partners and the Company will protect, indemnify and hold you harmless set forth in this Section 13.03 from and against any and all losses resulting from your failure or any other provision of any Credit Document providing inability to invest on the scheduled date for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute Closing the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any purchase price of the Persons indemnified hereunder. To the fullest extent permitted Notes to be purchased by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liabilityyou, for special, indirect, consequential the period ending on the next following Business Day at a rate of interest equal to 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 Credit Document or any agreement or instrument contemplated hereby, greater than the transactions contemplated hereby or thereby, any Loan or Letter rate of Credit or interest on the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder)Notes. 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.106

Expenses Indemnification Etc. (a) The Credit PartiesCompany shall pay all reasonable costs, jointly expenses, taxes and severally, agree to pay or reimburse: fees (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in incurred by the case of counsel, the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) Bank in connection with (1) the negotiation, preparation, execution and delivery of this Agreement, the Credit Documents Notes and all other documents incident hereto or thereto (collectively, the extension "Loan Documents") including, without limitation, the costs and syndication professional fees of credit Alstxx & Xird, Atlanta, Georgia, whether or not any transaction contemplated hereby shall be consummated, and any and all stamp, intangible or other taxes that may be payable or determined in the future to be payable in connection therewith, (including ii) incurred by the Agent Bank in connection with the administration of the Loans and Commitments) hereunder the Loan Documents in accordance with the provisions thereof and (2) the negotiation, preparation, execution and delivery of any modification, supplementwaiver, amendment or waiver consent by the Banks, the Letter of Credit Banks or the Agent Bank relating to the Loan Documents including, without limitation, costs and professional fees of counsel for the Agent Bank; and (iii) actually incurred by the Agent Bank, the Letter of Credit Banks or any of the terms Banks in enforcing the Loan Documents including, without limitation, reasonable attorneys' fees of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative the Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of DefaultBank, the enforcement Letter of any Credit Document and (3) Banks or the enforcement of this Section 13.03; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a)Banks. (b) The Company shall indemnify the Agent Bank, the Letter of Credit PartiesBanks and each Bank and hold the Agent Bank, jointly the Letter of Credit Banks and severally, hereby agree to indemnify each Agent, each Lender Bank (and their respective Affiliates, all directors, trustees, officers, employees, representatives, advisors, partners employees and agents of any of the foregoing (eachthe Agent Bank, the Letter of Credit Banks, the Banks and such directors, officers, employees and agents each referred to as an “Indemnitee”"Indemnified Party")) from, and hold each of them harmless against, any and all Losses costs, losses, liabilities, claims, damages or expenses incurred byby an Indemnified Party, imposed on whether jointly or asserted against any of them directly severally, and whether or indirectly not such Indemnified Party is designated a party thereto, arising out of or by reason of of, or relating to directly or indirectly to, (i) any investigation, (c) The Agent Bank, each Letter of Credit Bank and each Bank agree that in the negotiationevent that any investigation, executionlitigation, deliverysuit, performanceaction or proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Party for which the Agent Bank, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit orBank or any Bank may desire indemnity or defense hereunder, the use Agent Bank, such Letter of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person Bank or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person Bank shall promptly notify the Company thereof in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoingwriting and agree, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate appropriate, to consult with the Company with a view to minimizing the cost to the parties’ relationship Company of its obligations under this Section 12.3. (d) No action taken by legal counsel chosen by an Indemnified Party in defending against any such investigation, litigation, suit, action or proceeding or requested remedial, removal or response action shall vitiate or in any way impair the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect obligations and duties of the respective business or operations of such parties, and, in Company hereunder to indemnify and hold harmless each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security DocumentsIndemnified Party; provided, however, that if the indemnity hereunder Company is required to indemnify any Indemnified Party pursuant hereto, such Indemnified Party shall not settle or compromise any such investigation, litigation, suit, action or proceeding without the prior written consent of the Company (which consent shall not be subject unreasonably withheld or delayed) so long as the Company has provided evidence reasonably satisfactory to the exclusions from indemnification set forth in the preceding sentence. To the extent such Indemnified Party that the undertaking to indemnify Equity of the Company and hold harmless set forth in its Subsidiaries on a consolidated basis is not less than zero. (e) The obligations of the Company under this Section 13.03 12.3. shall survive transfer, payment or any other provision satisfaction of any Credit Document providing for indemnification is unenforceable because it is violative Note and any amendment, supplementation, modification or termination of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Expenses Indemnification Etc. (a) The Credit PartiesWhether or not the transactions contemplated hereby shall be consummated, jointly the Company will pay all reasonable expenses in connection with such transactions and severallyin connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement, agree to pay the other Operative Agreements or reimburse: the Notes, including, without limitation: (i) Agents for all of their reasonable and documented out-of-pocket costs the cost and expenses of preparing and reproducing this Agreement, the other Operative Agreements and the Notes, of furnishing all opinions by counsel for the Company, the Restricted Subsidiaries or the General Partners (including, but limited to in the case of including any opinions requested by your special counsel, Debevoise & Xxxxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Company, either General Partner or any Restricted Subsidiary, and of the Company's, either General Partner's or any Restricted Subsidiary's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to your principal office, insured to your satisfaction, the Notes issued in exchange for the Notes sold to you hereunder and any Notes delivered to you upon any substitution thereof pursuant to Section 14 and of your delivering any Notes, insured to your satisfaction, upon any such substitution; (iii) the reasonable fees, expenses and disbursements of one primary legal your special counsel, Debevoise & Xxxxxxxx (or such other counsel for Lenders and Agents as may be selected by Administrative Agent the Note holders) and one your local counsel in each applicable jurisdiction reasonably deemed necessary by Agents connection with such transactions and any “ClearPar” such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by you or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement, any other Operative Agreement or the Notes or in responding to any subpoena or other legal process in connection with this Agreement, any other Operative Agreement or the Notes or the transactions contemplated hereby or by reason of you or any subsequent holder of Notes having acquired any Note, including without limitation costs and expenses incurred in any bankruptcy case; (1v) the negotiation, preparation, execution cost and delivery expenses of obtaining a Private Placement Number for the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder Notes; and (2vi) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs expenses incurred by you in connection with such transactions and any such amendments or waivers, PROVIDED that the Company shall be required to pay the cost and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of only one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) firm (and solely in any local counsel) retained by the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) Note holders in connection with any waivers or amendments. The Company also will pay, and will save you and each holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (1unless engaged by you) and any enforcement or collection proceedings resulting from and all liabilities with respect to any Event taxes (including interest and penalties) (other than income taxes) which may be payable in respect of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings the execution and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Defaultdelivery hereof, the enforcement issue of the Notes hereunder and any Credit Document and (3) amendment or waiver under or in respect hereof or of the enforcement Notes. In furtherance of this Section 13.03; and (iii) Administrative Agent or Collateral Agentthe foregoing, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including on the date of the Closing the Company will pay the reasonable fees and disbursements of one your special counsel which are reflected as unpaid in each applicable jurisdiction) incurred in connection with any filingthe statement of Debevoise & Xxxxxxxx, registrationyour special counsel, recording or perfection delivered to the Company prior to the date of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each AgentClosing; and thereafter the Company will pay, promptly after a request upon receipt of Borrower supplemental statements therefor from time to time, will advise Borrower additional fees, if any, and disbursements of an estimate your special counsel in connection with the transactions hereby contemplated (including unposted disbursements as of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(athe date of the Closing). (b) The Credit PartiesCompany will protect, jointly indemnify and severallysave harmless the Trustee and each present, hereby agree to indemnify each Agent, each Lender future and former holder of any Note and their respective Affiliatesofficers, directors, trustees, officers, employees, representatives, advisors, partners agents and agents representatives (eachindividually, an “Indemnitee”"Indemnified Party" and collectively, the "Indemnified Parties") fromfrom and against all losses, liabilities, obligations, claims, damages, penalties, causes of action, costs and hold each of them harmless againstexpenses (including, any without limitation, attorneys' fees and all Losses expenses) imposed upon or incurred by, imposed on by or asserted against any of them directly or indirectly arising out of or Indemnified Party by reason of (a) ownership of the Collateral, or relating to the negotiationany interest therein, execution, delivery, performance, administration or enforcement receipt of any Credit Documentrent or other sum therefrom, (b) any accident or injury to or death of persons or loss of or damage to property occurring on or about the Collateral or any part thereof, (c) any use, non-use or condition of the Collateral or any part thereof, (d) any failure on the part of the Company, either General Partner or any of their respective Subsidiaries or Affiliates to perform or comply with any of the terms of this Agreement or any other Operative Agreement, (e) the performance of any labor or services or the furnishing of any materials or other property in respect of the Collateral or any part thereof, (f) any negligence or tortious act on the part of the Company, either General Partner, any of the transactions contemplated by the Credit Documents their respective Subsidiaries or Affiliates or any of their respective agents, contractors, sublessees, licensees or invitees, (including the Transactions), g) any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document work in connection with any alterations, changes or construction of the TransactionsCollateral, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (ih) any such Losses relating to matters referred to in Sections 5.01 other relationship that has arisen or 5.06 (which shall be may arise between the sole remedy in respect of matters referred to therein)Company, (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee either General Partner or any of its controlling persons their respective Subsidiaries or controlled Affiliates and (3) the respective agents of such Indemnitee Indemnified Parties or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law Collateral as a result of the delivery or performance of this Agreement, any other Operative Agreement or any action contemplated hereby or thereby or by any other document executed in connection herewith or therewith, (i) the past, present presence or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liableremoval, or (iii) any Release the discharge, spillage, leakage, emission, release, threat of release or threatened Release disposal, of any Hazardous Materials at, on, under under, about or from the Collateral or the noncompliance with any such site or facility Legal Requirement relating thereto, whether arising prior to the extent such Losses arise from issuance of the Notes or relate at any time thereafter and whether or not the Company, either General Partner or any of their respective Subsidiaries or Affiliates is responsible therefor or (j) the holding of, or any interest in, any sum deposited or paid under this Agreement, the Notes or any other Operative Agreement, PROVIDED that nothing contained herein shall be deemed to require the Company to indemnify the Indemnified Parties for conditions (other than matters covered by clause (f) above) first occurring subsequent to the parties’ relationship earlier of (x) the taking of exclusive possession and control of the Collateral for operational purposes pursuant to Section 6.03 of the Company Security Agreement, (y) the foreclosure of the Lien under any Security Document and the Credit Documents or transfer of title to any Company’s (or such predecessor-in-interest’s) (A) ownershipthe Trustee, operation, lease or use of such site or facility or (Bz) for their respective gross negligence or willful misconduct, or for their breach of their respective obligations under this Agreement or the other Operative Agreements. In case any aspect of the respective business action, claim, suit or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession proceeding is brought against an Indemnified Party by reason of any such site occurrence, the Company may, and upon the request of such Indemnified Party will, at the Company's expense resist and defend such action, suit or facility following proceeding or cause the exercise same to be resisted and defended by such Agent counsel for the insurer of the liability or Lenderby counsel designated by the Company and reasonably satisfactory to the Indemnified Party, as the case may be, of PROVIDED that any Indemnified Party shall be entitled to participate in any such action, suit or proceeding with counsel of its rights own choice but at its own expense, and remedies hereunder PROVIDED FURTHER that if any Indemnified Party reasonably determines that a conflict of interest exists with respect to the representation by such counsel of such Indemnified Party, the Company shall pay the fees and expenses of counsel selected by such Indemnified Party. In any event, if the Company fails to assume the defense within a reasonable time after any such request, the Indemnified Party may assume such defense or under any other indemnification obligation and the fees and expenses of its attorney will be paid by the Company. The obligations of the Security Documents; provided, however, Company under this Section 16 shall survive any termination or satisfaction of this Agreement. Any amounts payable to any Indemnified Party under this Section 16 which are not paid within 15 days after written demand therefor by any Indemnified Party shall bear interest at a rate per annum equal to the rate of interest stated on the face of the Notes plus 2.0% from the date of such demand. In the event that the indemnity hereunder Company shall be subject required to pay any indemnity under this Section 16, the Company shall pay the Indemnified Party an amount which, after deduction of all taxes required to be paid by such Indemnified Party in respect of the receipt or accrual thereof (but not for any taxes payable with respect to amounts received for the payment of income taxes), shall be equal to the exclusions from indemnification set forth amount of such indemnity. (c) In connection with the Closing, the Managing General Partner and the Company are requesting that you make available for funding an amount equal to the principal amount specified opposite your name in Schedule A. If, for any reason, on the preceding sentence. To date scheduled by the extent that Managing General Partner and the undertaking to Company as the date for the Closing, you shall at their request have made such amount available, and (i) the closing conditions are not satisfied by 11:00 a.m. on such scheduled date, (ii) the Managing General Partner and the Company do not, by 11:00 a.m. on such scheduled date reschedule such Closing for a subsequent date, and (iii) the Closing in fact does not occur on such scheduled date, the General Partners and the Company will protect, indemnify and hold you harmless set forth in this Section 13.03 from and against any and all losses resulting from your failure or any other provision of any Credit Document providing inability to invest on the scheduled date for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute Closing the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any purchase price of the Persons indemnified hereunder. To the fullest extent permitted Notes to be purchased by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liabilityyou, for special, indirect, consequential the period ending on the next following Business Day at a rate of interest equal to 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 Credit Document or any agreement or instrument contemplated hereby, greater than the transactions contemplated hereby or thereby, any Loan or Letter rate of Credit or interest on the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionNotes.

Expenses Indemnification Etc. (a) The Credit PartiesCompany shall pay all reasonable costs, jointly expenses, taxes and severally, agree to pay or reimburse: fees (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in incurred by the case of counsel, the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of this Agreement, the Credit Documents Notes and all other documents incident hereto or thereto (collectively, the extension "Loan Documents") including, without limitation (but subject to the provisions of the Fee Letter), the reasonable costs and syndication professional fees of credit Chapman and Cutler, Chicago, Illinois, whether or not any transaction xxxxxxxlated xxxxxy shall be consummated, and any and all stamp, intangible or other taxes that may be payable or determined in the future to be payable in connection therewith, (including ii) incurred by the Loans and Commitments) hereunder and (2) Agent in connection with the negotiation, preparation, execution and delivery of any modification, supplementwaiver, amendment or waiver consent by the Banks, the Letter of Credit Bank or the Agent relating to the Loan Documents including, without limitation, reasonable costs and professional fees of counsel for the Agent; and (iii) actually incurred by the Agent, the Letter of Credit Bank or any of the terms Banks in enforcing the Loan Documents including, without limitation, reasonable attorneys' fees of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of DefaultAgent, the enforcement Letter of any Credit Document and (3) Bank or the enforcement of this Section 13.03; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a)Banks. (b) The Credit Parties, jointly and severally, hereby agree to Company shall indemnify each the Agent, the Letter of Credit Bank and each Lender Bank and their respective Affiliateshold the Agent, the Letter of Credit Bank and each Bank (and all directors, trustees, officers, employees, representatives, advisors, partners employees and agents of any of the foregoing (eachthe Agent, the Letter of Credit Bank, the Banks and such directors, officers, employees and agent each referred to as an “Indemnitee”"Indemnified Party")) from, and hold each of them harmless against, any and all Losses costs, losses, liabilities, claims, damages or expenses incurred byby an Indemnified Party, imposed on whether jointly or asserted against any of them directly severally, and whether or indirectly not such Indemnified Party is designated a party thereto, arising out of or by reason of of, or relating to the negotiationdirectly or indirectly to, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating investigation, litigation or other proceeding, pending or threatened, regarding any actions or failure to matters referred to in Sections 5.01 act by the Company involving this Agreement or 5.06 (which shall be the sole remedy in respect of matters referred to therein)any transaction contemplated hereby, (ii) any actual or proposed use by the Company or any of its Subsidiaries of the proceeds from any borrowing hereunder or the Letter of Credit, or (iii) the Agent's, any Bank's, the Letter of Credit Bank's or the Company's entering into and complying with this Agreement or in issuing or delivering the Notes or the Letter of Credit and including, without limitation, the reasonable fees and disbursements of such Losses arising from Indemnified Party's separate counsel incurred in connection with any such investigation, litigation or other proceeding (which shall be advanced by the gross negligence, bad faith Company on request notwithstanding any claim or willful misconduct or material breach assertion that the Indemnified Party is not entitled to indemnification hereunder upon receipt of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as an undertaking to reimburse the Company if it is actually and finally determined by a court of competent jurisdiction that the party is not so entitled). However, the indemnity of the Company set forth herein shall not cover the costs, losses, liabilities, claims, damages or expenses (x) incurred by an Indemnified Party arising out of the bad faith or willful misconduct of such Indemnified Party (as actually and finally determined by a court of competent jurisdiction) or (y) incurred by the Agent in connection with a final suit, claim or cause of action brought against the Agent by a Bank pursuant to which such Bank alleges that the Agent has failed to perform the ministerial duties of the Agent as expressly set forth herein (such as administering the funding and non-appealable decisioncollection of Loans, determining interest rates and the like). (c) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative The Agent, Collateral the Letter of Credit Bank and each Bank agree that in the event that any investigation, litigation, suit, action or proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Party for which the Agent, any other agent or bookrunner named on the cover page hereto Letter of Credit Bank or any L/C LenderBank may desire indemnity or defense hereunder, in each casethe Agent, acting in such capacities or fulfilling such roles). For purposes the Letter of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person Credit Bank or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person Bank shall promptly notify the Company thereof in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoingwriting and agree, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate appropriate, to consult with the Company with a view to minimizing the cost to the parties’ relationship Company of its obligations under this Section 10.3. (d) No action taken by legal counsel chosen by an Indemnified Party in defending against any such investigation, litigation, suit, action or proceeding or requested remedial, removal or response action shall vitiate or in any way impair the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect obligations and duties of the respective business or operations of such parties, and, in Company hereunder to indemnify and hold harmless each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security DocumentsIndemnified Party; provided, however, that if the indemnity hereunder Company is required to indemnify any Indemnified Party pursuant hereto, such Indemnified Party shall not settle or compromise any such investigation, litigation, suit, action or proceeding without the prior written consent of the Company (which consent shall not be subject unreasonably withheld or delayed) so long as the Company has provided evidence reasonably satisfactory to the exclusions from indemnification set forth in the preceding sentence. To the extent such Indemnified Party that the undertaking to indemnify Equity of the Company and hold harmless set forth in its Subsidiaries on a consolidated basis is not less than zero. (e) The obligations of the Company under this Section 13.03 10.3 shall survive transfer, payment or any other provision satisfaction of any Credit Document providing for indemnification is unenforceable because it is violative Loan, Reimbursement Obligation and Note and any amendment, supplementation, modification or termination of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Expenses Indemnification Etc. (a) The Credit PartiesBorrower agrees, jointly and severally------------------------------ subject to Section 7 of the Commitment Letter, agree to pay or reimburse: (i) subject to the limitations contained in the Commitment Letter, Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, including the reasonable fees, fees and expenses and disbursements of one primary legal Xxxxxx Xxxxxx & Xxxxxxx or single other counsel for Lenders and to Agents selected by Administrative Agent Agents in place of Xxxxxx Xxxxxx and one Xxxxxxx (and all local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expensesAgents)) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and hereunder, (2) the negotiation, preparation, execution and delivery negotiation or preparation of any modification, supplement, amendment supplement or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by and (3) the Credit Partiessyndication of the Loans and Commitments; (ii) each Agent and each Lender Creditor for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender Creditor (provided that any legal expenses shall be limited to including the reasonable fees, fees and expenses and disbursements of one primary external legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other similar negotiations or proceedings (whether or not the workout, restructuring or similar transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.0312.03 and (3) any documentary taxes; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdictioncounsel) incurred in connection with (1) any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting therein or (2) the rights custody or preservation of, or the sale of, collection from, or other realization upon, any of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a)the Collateral. (b) The Credit Parties, jointly and severally, Borrower hereby agree agrees to indemnify each Agent, each Lender Creditor and their its respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners employees and agents (each, an “"Indemnitee”") from, and hold each of them harmless against, against any and all ---------- Losses incurred by any of them (including any and all Losses incurred byby any Agent or L/C Lender to any Lender, imposed on whether or asserted against not any of them Creditor is a party thereto) directly or indirectly arising out of or by reason of or relating to any Proceeding arising out of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party Company of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, or the use of any collateral security for the Obligations Loans (including the exercise by any Agent or Lender Creditor of the rights and remedies or any power of attorney with respect thereto or and any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.0811.02, but excluding (i) any such Losses relating to matters referred the extent finally determined by a court of competent jurisdiction to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising have arisen from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severallyBorrower, will indemnify each Agent, each Lender Creditor and each other Indemnitee from, and hold each Agent, each Lender Creditor and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them described in the preceding sentence arising under any Environmental Law as a result of (iA) the past, present or future operations of any Company (or any predecessor-in-predecessor in interest to any Company), (iiB) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-predecessor in interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable), or (iiiC) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownershipfacility, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including excluding any such Release or threatened Release that shall occur during any period when any Agent or Lender Creditor shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, Creditor of any of its rights and remedies hereunder or under any of the Security Documents; provided, -------- however, that the indemnity hereunder shall be subject to the exclusions from ------- indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 12.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, Borrower shall contribute the maximum portion that each of them it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To The Obligors agree, to the fullest extent permitted by under applicable law, that no party hereto Indemnitee shall assert, and the parties hereto hereby waive, have any claim against any Person, on any theory of liability, for special, liability (whether direct or indirect, consequential in contract or punitive damages (as opposed tort or otherwise) for any Losses to direct any Obligor or actual damages) any Obligor's security holders or creditors resulting from, arising out of, in connection withany way related to or by reason of any matter referred to in any indemnification or expense reimbursement provisions set forth in any Credit Document, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations except to the extent set forth that any Loss is determined by a court of competent jurisdiction in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations a final nonappealable judgment to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. The Obligors agree that, without the prior written consent of Administrative Agent, Syndication Agent and the Majority Lenders which consent shall not be unreasonably withheld, no Obligor will settle, compromise or material breach consent to the entry of any Credit Document judgment in any pending or threatened Proceeding in respect of which indemnification is reasonably likely to be sought under the indemnification provisions of this Section 12.03 (whether or not any Indemnitee is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release of each Indemnitee from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by such or on behalf of any Indemnitee as determined and does not involve any payment of money or other value by a final and non-appealable judgment of a court of competent jurisdictionany Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

Expenses Indemnification Etc. The Borrower agrees (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents reimburse the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lead Arranger on demand for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counselincluding without limitation, the reasonable feesfees and expenses of counsel to such Persons), expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the extension and syndication making of credit (including the Loans and Commitmentshereunder, (b) hereunder and (2) to pay or reimburse the negotiationAdministrative Agent, preparationthe Issuing Bank, execution and delivery of any modificationthe Swingline Lender, supplementthe Lead Arranger, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Documentation Agent and each Lender the Banks for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender Persons (provided that any legal expenses shall be limited to the including reasonable fees, expenses counsels’ fees and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)expenses) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and (iii) Administrative Agent Agreement and any of the other Credit Documents, and all transfer, stamp, documentary or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expensesother similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement, any of the Notes, or any of the other Credit Documents (except for any such tax imposed on or measured by the income of such Person), and (c) to pay filing and recording fees relating to any taxes and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with with, perfecting, maintaining and protecting, any filing, registration, recording Liens created or perfection of any security interest contemplated by to be created pursuant to any Credit Document or Documents at any other document referred to thereintime. Without limiting The Borrower hereby indemnifies the rights of any Agent under this Section 13.03(a), each Administrative Agent, promptly after a request of Borrower from time to timethe Issuing Bank, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Partiesthe Lead Arranger, jointly and severally, hereby agree to indemnify each the Documentation Agent, each the Swingline Lender and the Banks and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners agents and agents Affiliates (each, each of which is sometimes referred to in this subsection as an “IndemniteeIndemnified Party”) from, and agrees to hold each of them Indemnified Party harmless against, any and all Losses incurred bylosses, imposed claims, damages, liabilities or actions or other proceedings commenced or threatened in respect thereof, and all reasonable expenses (including but not limited to expenses that appear on any service charge schedule maintained from time to time by the Administrative Agent or asserted against any of them directly or indirectly arising Bank) that arise out of or by reason in any way relate to or result from the making of Loans hereunder or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the other transactions contemplated by the Credit Documents (including the Transactions)hereby, any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall includeincluding, without limitation, any and all investigation or litigation or other proceedings (whether or not such Losses for Indemnified Party is a party to any action or proceeding out of which any Company could be found liableof the foregoing arise), or (iii) other than any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility the foregoing to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect incurred by reason of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnified Party or material breach of in any Credit Document by action in which the Borrower is the prevailing party against such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionIndemnified Party. Neither the Administrative Agent, the Issuing Bank, the Swingline Lender, the Lead Arranger, the Documentation Agent nor any Bank nor any other Indemnified Party shall be responsible or liable to the Borrower for any consequential damages which may be alleged.

Expenses Indemnification Etc. (a) The Credit PartiesCompany shall pay all reasonable costs, jointly expenses, taxes and severally, agree to pay or reimburse: fees (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in incurred by the case of counsel, the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) Bank in connection with (1) the negotiation, preparation, execution and delivery of this Agreement, the Credit Documents Notes and all other documents incident hereto or thereto (collectively, the extension "Loan Documents") including, without limitation, the costs and syndication professional fees of credit Alstxx & Xird, Atlanta, Georgia, whether or not any transaction contemplated hereby shall be consummated, and any and all stamp, intangible or other taxes that may be payable or determined in the future to be payable in connection therewith, (including ii) incurred by the Agent Bank in connection with the administration of the Loans and Commitments) hereunder the Loan Documents in accordance with the provisions thereof and (2) the negotiation, preparation, execution and delivery of any modification, supplementwaiver, amendment or waiver consent by the Banks, the Letter of Credit Banks or the Agent Bank relating to the Loan Documents including, without limitation, costs and professional fees of counsel for the Agent Bank; and (iii) actually incurred by the Agent Bank, the Letter of Credit Banks or any of the terms Banks in enforcing the Loan Documents including, without limitation, reasonable attorneys' fees of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative the Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of DefaultBank, the enforcement Letter of any Credit Document and (3) Banks or the enforcement of this Section 13.03; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a)Banks. (b) The Company shall indemnify the Agent Bank, the Letter of Credit PartiesBanks and each Bank and hold the Agent Bank, jointly the Letter of Credit Banks and severally, hereby agree to indemnify each Agent, each Lender Bank (and their respective Affiliates, all directors, trustees, officers, employees, representatives, advisors, partners employees and agents of any of the foregoing (eachthe Agent Bank, the Letter of Credit Banks, the Banks and such directors, officers, employees and agents each referred to as an “Indemnitee”"Indemnified Party")) from, and hold each of them harmless against, any and all Losses costs, losses, liabilities, claims, damages or expenses incurred byby an Indemnified Party, imposed on whether jointly or asserted against any of them directly severally, and whether or indirectly not such Indemnified Party is designated a party thereto, arising out of or by reason of of, or relating to the negotiationdirectly or indirectly to, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating investigation, litigation or other proceeding, pending or threatened, regarding any actions or failure to matters referred to in Sections 5.01 act by the Company involving this Agreement or 5.06 (which shall be the sole remedy in respect of matters referred to therein)any transaction contemplated hereby, (ii) any actual or proposed use by the Company or any of its Subsidiaries of the proceeds from any borrowing hereunder or any Letter of Credit, or (iii) the Agent Bank's, any Bank's, any Letter of Credit Bank's or the Company's entering into and complying with this Agreement or in issuing or delivering the Notes or any Letters of Credit and including, without limitation, the reasonable fees and disbursements of such Losses arising from Indemnified Party's separate counsel incurred in connection with any such investigation, litigation or other proceeding (which shall be advanced by the gross negligence, bad faith Company on request notwithstanding any claim or willful misconduct or material breach assertion that the Indemnified Party is not entitled to indemnification hereunder upon receipt of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as an undertaking to reimburse the Company if it is actually and finally determined by a court of competent jurisdiction that the party is not so entitled). However, the indemnity of the Company set forth herein shall not cover the costs, losses, liabilities, claims, damages or expenses (x) incurred by an Indemnified Party arising out of the bad faith or willful misconduct of such Indemnified Party (as actually and finally determined by a court of competent jurisdiction) or (y) incurred by the Agent Bank in connection with a final suit, claim or cause of action brought against the Agent Bank by a Bank pursuant to which such Bank alleges that the Agent Bank has failed to perform the ministerial duties of the Agent Bank as expressly set forth herein (such as administering the funding and non-appealable decisioncollection of Loans, determining interest rates and the like). (c) The Agent Bank, each Letter of Credit Bank and (iii) each Bank agree that in the event that any such Losses relating to investigation, litigation, suit, action or proceeding is asserted or threatened in writing or instituted against it or any dispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent, Collateral AgentIndemnified Party for which the Agent Bank, any other agent or bookrunner named on the cover page hereto Letter of Credit Bank or any L/C LenderBank may desire indemnity or defense hereunder, in each casethe Agent Bank, acting in such capacities or fulfilling such roles). For purposes Letter of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person Credit Bank or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person Bank shall promptly notify the Company thereof in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoingwriting and agree, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate appropriate, to consult with the Company with a view to minimizing the cost to the parties’ relationship Company of its obligations under this Section 12.3. (d) No action taken by legal counsel chosen by an Indemnified Party in defending against any such investigation, litigation, suit, action or proceeding or requested remedial, removal or response action shall vitiate or in any way impair the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect obligations and duties of the respective business or operations of such parties, and, in Company hereunder to indemnify and hold harmless each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security DocumentsIndemnified Party; provided, however, that if the indemnity hereunder Company is required to indemnify any Indemnified Party pursuant hereto, such Indemnified Party shall not settle or compromise any such investigation, litigation, suit, action or proceeding without the prior written consent of the Company (which consent shall not be subject unreasonably withheld or delayed) so long as the Company has provided evidence reasonably satisfactory to the exclusions from indemnification set forth in the preceding sentence. To the extent such Indemnified Party that the undertaking to indemnify Equity of the Company and hold harmless set forth in its Subsidiaries on a consolidated basis is not less than zero. (e) The obligations of the Company under this Section 13.03 12.3 shall survive transfer, payment or any other provision satisfaction of any Credit Document providing for indemnification is unenforceable because it is violative Note and any amendment, supplementation, modification or termination of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Expenses Indemnification Etc. (a) The Credit PartiesCompany and each Guarantor, jointly and severally, agree to pay or reimburse: (i) Agents the Arranger and Administrative Agent for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expensescounsel) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Loan Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and hereunder, (2) the negotiation, preparation, execution and delivery negotiation or preparation of any modification, supplement, amendment supplement or waiver of any of the terms of any Credit Loan Document (whether or not consummated or effective) requested by and (3) the Credit Partiesprimary syndication of the Loans and Commitments; (ii) each of the Lenders and the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such the Lenders and the Administrative Agent or Lender (provided that any legal expenses shall be limited to including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any Default and any enforcement or collection proceedings resulting from any Event of Defaulttherefrom, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.0310.03 and (3) any documentary taxes; and (iii) each of the Lenders and the Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Loan Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit PartiesCompany and each Guarantor, jointly and severally, hereby agree to indemnify each Agent, Agent and each Lender and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners employees and agents (each, an “"Indemnitee”") from, and hold each of them harmless against, and that no Indemnitee will have any liability for, any and all Losses incurred by, imposed on or asserted against by any of them (including any and all Losses incurred by Administrative Agent or Arranger to any Lender, whether or not any Creditor is a party thereto) directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Loan Document, any of the transactions contemplated by the Credit Documents (including the Transactions)Loan Documents, any breach by the Company or any Credit Party Guarantor of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, Loan Documents or the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08Loans, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as extent finally determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating nonappealable judgment to any dispute between and among Indemnitees that does not involve an act have arisen from the gross negligence or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance bad faith of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 10.03 or any other provision of any Credit Loan Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit PartiesCompany and each Guarantor, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, The Company and each Guarantor also agree that no party hereto Indemnitee shall assert, and the parties hereto hereby waive, have any claim against any Person, on any theory of liability, for special, liability (whether direct or indirect, consequential in contract or punitive damages (as opposed tort or otherwise) for any Losses to direct the Company or actual damages) any Guarantor or any Guarantor's security holders or creditors resulting from, arising out of, in connection with, any way related to or as a result of, this Agreement, by reason of any other Credit Document matter referred to in any indemnification 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and expense reimbursement obligations to the extent provisions set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 any other Loan Document, except to the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of extent that any Credit Document by such Indemnitee as Loss is determined by a final and non-appealable judgment of a court of competent jurisdictionjurisdiction in a final nonappealable judgment to have resulted from the gross negligence or bad faith of such Indemnitee. The Company and each Guarantor agree that, without the prior written consent of the Administrative Agent, Arranger and the Majority Lenders, which consent shall not be unreasonably withheld, neither the Company nor any Guarantor will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification is reasonably likely to be sought under the indemnification provisions of this Section 10.03 (whether or not any Indemnitee is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release of each Indemnitee from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee and does not involve any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

Expenses Indemnification Etc. The Company agrees to pay or reimburse each of the Banks, the Issuing Lenders and the Administrative Agent for: (a) The Credit Parties, jointly and severally, agree to pay or reimburse: (i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties; (ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such the Administrative Agent or Lender (provided that any legal expenses shall be limited to including, without limitation, the reasonable feesfees and expenses of Special Counsel in connection with the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the Notes (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of the Banks, the Issuing Lenders, and disbursements the Administrative Agent (including, without limitation, the reasonable fees and expenses of one primary legal counsel for Lenders provided, that the Company shall not be obligated to reimburse the Banks, the Issuing Lenders, and Agents selected by the Administrative Agent and of for more than one law firm (and, in addition to such law firm, any local counsel engaged in each applicable relevant jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such law firm) as counsel for the Banks, the Issuing Lenders, and the Administrative Agent unless there is a conflict inform Borrower in writing between any Bank or Issuing Lender and one or more of the existence of an actual other Banks or perceived conflict of interest prior to retaining additional counselIssuing Lenders, one additional of each such counsel for each group of similarly situated Secured Parties)or the Administrative Agent) in connection with (1i) any Default and any enforcement or collection proceedings resulting from any Event of Defaulttherefrom, including including, without limitation, all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3ii) the enforcement of this Section 13.0311.03; and and (iiic) Administrative Agent all transfer, stamp, documentary or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expensesother similar taxes, assessments and other or charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated levied by any Credit Document governmental or revenue authority in respect of this Agreement or any of the Notes or any other document referred to thereinherein, except for any such taxes, assessments or charges imposed as a result of an assignment or participation (“Other Taxes”). Without limiting The Company hereby agrees to indemnify the rights of any Agent under this Section 13.03(a), each Administrative Agent, promptly after a request of Borrower from time to timethe Issuing Lenders, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit Parties, jointly and severally, hereby agree to indemnify each Agent, each Lender Bank and their respective Affiliatesaffiliates, directors, trustees, officers, employees, representatives, advisors, partners attorneys and agents (each, an “Indemnitee”) from, and hold each of them harmless against, any and all Losses losses, liabilities, claims, damages or expenses incurred by, imposed on or asserted against by any of them directly (including, without limitation, any and all losses, liabilities, claims, damages or indirectly expenses incurred by the Administrative Agent to any Bank, whether or not the Administrative Agent or any Bank is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the negotiation, execution, delivery, performance, administration Loans and Letters of Credit hereunder or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connection with any of the Transactions, the use actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the Loans or Letters of CreditCredit hereunder, including, without limitation, the issuance reasonable fees and disbursements of counsel incurred in connection with any such investigation or performance under any Letter of Credit or, the use of any collateral security for the Obligations litigation or other proceedings (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding any such losses, liabilities, claims, damages or expenses incurred (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect by reason of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decisionjudgment of a court of competent jurisdiction) of the Person to be indemnified or (ii) as a result of disputes solely among the Administrative Agent, the Issuing Lenders and any Bank at a time when the Company has not breached its obligations hereunder in any material respect (iii) any such Losses relating to other than any dispute between against the Administrative Agent, the Issuing Lenders and among Indemnitees that any Bank solely in its capacity or in fulfilling its role as the Administrative Agent or Joint Lead Arranger or similar role under any Loan Document) which dispute does not involve an act or omission by any the Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such rolesaffiliate thereof). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-interest) Notwithstanding anything to the extent such Losses arise from or relate contrary contained herein, to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, no party hereto the Company shall assert, not assert and the parties hereto hereby waive, waives any claim against any Personindemnified party, 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 Credit Document Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or therebyhereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Expenses Indemnification Etc. (a) The Credit PartiesObligors, jointly and severally, agree to pay or reimburse: (i) Agents the Issuing Lender, Syndication Agent and Administrative Agent for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expensescounsel) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and hereunder, (2) the negotiation, preparation, execution and delivery negotiation or preparation of any modification, supplement, amendment supplement or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by and (3) the Credit Partiessyndication of the Loans and Commitments; (ii) each of the Lenders, the Issuing Lender and Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such the Lenders, the Issuing Lender and Administrative Agent or Lender (provided that any legal expenses shall be limited to including the reasonable fees, fees and expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.0312.03 and (3) any documentary taxes; and (iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, taxes, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred to therein. Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a). (b) The Credit PartiesObligors, jointly and severally, hereby agree to indemnify each Agent, each Lender Creditor and their respective Affiliates, directors, trustees, officers, employees, representatives, advisors, partners employees and agents (each, an “"Indemnitee”") from, and hold each of them harmless against, and that no Indemnitee will have any liability for, any and all Losses incurred by, imposed on or asserted against by any of them (including any and all Losses incurred by Administrative Agent, Syndication Agent or the Issuing Lender to any Lender, whether or not any Creditor is a party thereto) directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including the Transactions)Documents, any breach by any Credit Party Obligor of any representation, warranty, covenant or other agreement contained in any of the Credit Document Documents in connection with any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, or the use of any collateral security for the Obligations Loans (including the exercise by any Agent or Lender Creditor of the rights and remedies or any power of attorney with respect thereto or and any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (as extent finally determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating nonappealable judgment to any dispute between and among Indemnitees that does not involve an act have arisen from the gross negligence or omission by any Company (other than any claims against Administrative Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved in the performance bad faith of the Indemnitee’s obligations under the facilities. Without limiting the generality of the foregoing, the Credit PartiesObligors, jointly and severally, will indemnify each Agent, each Lender Creditor and each other Indemnitee from, and hold each Agent, each Lender Creditor and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against any of them described in the preceding sentence arising under any Environmental Law as a result of (iA) the past, present or future operations of any Company (or any predecessor-in-predecessor in interest to any Company), (iiB) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any such predecessor-in-predecessor in interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable), or (iiiC) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liablefacility, including any such Release or threatened Release that shall occur during any period when any Agent or Lender Creditor shall be in possession of any such site or facility following the exercise by such Agent or Lender, as the case may be, Creditor of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 12.03 or any other provision of any Credit Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit PartiesObligors, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. To the fullest extent permitted by applicable law, The Obligors also agree that no party hereto Indemnitee shall assert, and the parties hereto hereby waive, have any claim against any Person, on any theory of liability, for special, liability (whether direct or indirect, consequential in contract or punitive damages (as opposed tort or otherwise) for any Losses to direct any Obligor or actual damages) any Obligor's security holders or creditors resulting from, arising out of, in connection with, any way related to or as a result of, this Agreement, by reason of any other Credit Document matter referred to in any indemnification 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; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity and expense reimbursement obligations to the extent provisions set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). 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 any other Credit Documents or Document, except to the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of extent that any Credit Document by such Indemnitee as Loss is determined by a final and non-appealable judgment of a court of competent jurisdictionjurisdiction in a final nonappealable judgment to have resulted from the gross negligence or bad faith of such Indemnitee. The Obligors agree that, without the prior written consent of Administrative Agent, Syndication Agent and the Majority Lenders which consent shall not be unreasonably withheld, no Obligor will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification is reasonably likely to be sought under the indemnification provisions of this Section 12.03 (whether or not any Indemnitee is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release of each Indemnitee from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee and does not involve any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.