Common use of Expenses; Indemnification; Limitation of Liability Clause in Contracts

Expenses; Indemnification; Limitation of Liability. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Lead Arrangers, the Co-Managers and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket costs and expenses of the Administrative Agent in connection with permitted visits, inspections and/or examinations under Section 5.7, and all out-of-pocket costs and expenses for each permitted visit, inspection and/or examination of the Borrower and its Subsidiaries performed by personnel employed by the Administrative Agent for no more than two such visits, inspections and/or examinations unless an Event of Default is continuing, and (iv) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, and the other Loan Documents, including its rights under this Section 10.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, but limited to one counsel for all Lenders, the Administrative Agent and the Issuing Bank, and, if necessary, of one local counsel for all Lenders, the Administrative Agent and the Issuing Bank in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions for all Lenders, the Administrative Agent and the Issuing Bank), and, solely in the case of an actual conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Lead Arrangers, the Co-Managers, each Lender, the Swingline Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Transaction Document, any Hedge Agreement or Cash Management Agreements or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through Debt Domain, IntraLinks, SyndTrak Online or another similar electronic system or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Substances on or from any property owned or operated by the Borrower or any Subsidiary, or any Environmental Liability related to the Borrower or any Subsidiary, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing (including any of the Transactions), whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or (y) in the case of the Administrative Agent or any Lender, any unexcused breach by the Administrative Agent or such Lender of any of its material obligations under this Agreement. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clause (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any claim against the Administrative Agent (and any sub-agent thereof), any Lead Arranger, any Co-Managers, any Lender, any Swingline Lender and any Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Lender-Related Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except for any damages resulting from the Lender-Related Person’s gross negligence or willful misconduct. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification; Limitation of Liability. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and reasonable out‑of‑pocket expenses of the Administrative Agent, including fees and disbursements of counsel for the Lead ArrangersAdministrative Agent in connection with the preparation and administration of this Agreement and the other Credit Documents, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder (but limited, in the Co-Managers and their Affiliates, including case of this clause (i) to the reasonable fees, charges and disbursements of one external counsel for to the Administrative Agent, and if necessary, one local counsel in each relevant jurisdiction) and (ii) if an Event of Default occurs and is continuing, all out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliateseach Bank, including (without duplication) the fees and disbursements of outside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the syndication Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the credit facilities provided for hereinforegoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, the preparation and administration of the Loan Documents and any amendmentslosses, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated)damages, (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket costs and expenses of the Administrative Agent in connection with permitted visitsany kind, inspections and/or examinations under Section 5.7, and all out-of-pocket costs and expenses for each permitted visit, inspection and/or examination of the Borrower and its Subsidiaries performed by personnel employed by the Administrative Agent for no more than two such visits, inspections and/or examinations unless an Event of Default is continuing, and (iv) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges fees and disbursements of outside counsel and the allocated cost of inside counsel) , which may be incurred by the Administrative Agent, the Issuing Bank or any Lender such Indemnitee in connection with the enforcement any investigative, administrative or protection judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of its rights in connection with this Agreement, and the other Loan Documents, including its rights under this Section 10.3, or in connection with the Loans made Agreement or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, but limited to one counsel for all Lenders, the Administrative Agent and the Issuing Bank, and, if necessary, of one local counsel for all Lenders, the Administrative Agent and the Issuing Bank in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions for all Lenders, the Administrative Agent and the Issuing Bank), and, solely in the case of an actual conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Lead Arrangers, the Co-Managers, each Lender, the Swingline Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Transaction Document, any Hedge Agreement or Cash Management Agreements or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through Debt Domain, IntraLinks, SyndTrak Online or another similar electronic system or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Substances on or from any property owned or operated by the Borrower or any Subsidiary, or any Environmental Liability related to the Borrower or any Subsidiary, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing (including any of the Transactions), whether based on contract, tort or any other theoryLoans hereunder, whether brought by a third party or by any Credit Party, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNIFIED PARTY; provided, that no Indemnitee shall have the Borrower, and regardless of whether any Indemnitee is a party thereto; provided that right to be indemnified hereunder for (i) such indemnity shall not, Indemnitee’s own gross negligence or willful misconduct as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction in a final non-appealable judgment or (ii) for any loss (A) resulting from any dispute solely among the Indemnitees (other than any claims (1) against an Indemnitee in its capacity as or in fulfilling its role as an agent or arranger or any similar role under this Agreement or any other Credit Document or (2) arising out of any act or omission of the Borrower or any Subsidiary of the Borrower or any of their respective Affiliates) or (B) resulting from a claim brought by final and nonappealable judgment to have resulted from (x) the gross negligence Borrower or willful misconduct any other Credit Party against an Indemnitee for a breach in bad faith of such Indemnitee Indemnitee’s obligations hereunder or (y) under any other Credit Document as determined by a court of competent jurisdiction in the case of the Administrative Agent or any Lender, any unexcused breach by the Administrative Agent or such Lender of any of its material obligations under this Agreementa final non-appealable judgment. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect Each Credit Party agrees not to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clause (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, assert any claim against the Administrative Agent (and any sub-agent thereof), any Lead Arranger, any Co-Managers, any Lender, any Swingline Lender and any Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed against any Indemnitee, and the Banks agree not to actual or direct damages) assert any such claim against any Credit Party, on any theory of liability, arising out of, in connection with of or as a result ofotherwise relating to the Notes, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, of the transactions contemplated therein, herein or the actual or proposed use of the proceeds of any Loan or any Letter of Credit; provided that nothing contained in this sentence will limit any Credit Party’s indemnification or reimbursement obligations to the use of proceeds thereof. No Lender-Related Person shall be liable for extent such indirect, special, punitive or consequential damages are included in any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems third party claim in connection with this Agreement which such Indemnitee is entitled to indemnification or the other Loan Documents or the transactions contemplated hereby or thereby, except for any damages resulting from the Lender-Related Person’s gross negligence or willful misconductreimbursement hereunder. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification; Limitation of Liability. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Lead Arrangers, the Co-Managers and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket costs and expenses of the Administrative Agent in connection with permitted visits, inspections and/or examinations under Section 5.7, and all out-of-pocket costs and expenses for each permitted visit, inspection and/or examination of the Borrower and its Subsidiaries performed by personnel employed by the Administrative Agent for no more than two such visits, inspections and/or examinations unless an Event of Default is continuing, and (iv) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, and the other Loan Documents, including its rights under this Section 10.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-of- pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, but limited to one counsel for all Lenders, the Administrative Agent and the Issuing Bank, and, if necessary, of one local counsel for all Lenders, the Administrative Agent and the Issuing Bank in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions for all Lenders, the Administrative Agent and the Issuing Bank), and, solely in the case of an actual conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Lead Arrangers, the Co-Managers, each Lender, the Swingline Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Transaction Document, any Hedge Agreement or Cash Management Agreements or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through Debt Domain, IntraLinks, SyndTrak Online or another similar electronic system or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Substances on or from any property owned or operated by the Borrower or any Subsidiary, or any Environmental Liability related to the Borrower or any Subsidiary, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing (including any of the Transactions), whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or (y) in the case of the Administrative Agent or any Lender, any unexcused breach by the Administrative Agent or such Lender of any of its material obligations under this Agreement. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clause (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any claim against the Administrative Agent (and any sub-agent thereof), any Lead Arranger, any Co-Managers, any Lender, any Swingline Lender and any Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Lender-Lender- Related Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except for any damages resulting from the Lender-Related Person’s gross negligence or willful misconduct. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification; Limitation of Liability. (a) The Borrower shall pay (i) all reasonable, reasonable and documented (with reasonably detailed invoices) out-of-pocket costs and expenses of the Administrative Agent, the Lead Arrangers, the Co-Managers and their Affiliates, including the reasonable fees, charges fees and disbursements of counsel for the Administrative Agent and its AffiliatesAgent, in connection with the syndication preparation of the credit facilities provided for hereinthis Agreement, the preparation and administration of the Loan Documents and any amendments, modifications waiver or waivers thereof consent hereunder or any amendment hereof (whether or not the transactions contemplated in this Agreement or any other Loan Document thereby shall be consummated), ) or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable and documented (with reasonably detailed invoices) out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunderLender, including (iiiwithout duplication) all out-of-pocket costs and expenses of the Administrative Agent in connection with permitted visits, inspections and/or examinations under Section 5.7, and all out-of-pocket costs and expenses for each permitted visit, inspection and/or examination of the Borrower and its Subsidiaries performed by personnel employed by the Administrative Agent for no more than two such visits, inspections and/or examinations unless an Event of Default is continuing, and (iv) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges fees and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Issuing Bank or any Lender in connection with the enforcement or protection such Event of its rights in connection with this Agreement, Default and the other Loan Documents, including its rights under this Section 10.3collection, or in connection with the Loans made any bankruptcy, insolvency, reorganization or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, but limited to one counsel for all Lenders, the Administrative Agent and the Issuing Bank, and, if necessary, of one local counsel for all Lenders, the Administrative Agent and the Issuing Bank in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions for all Lenders, the Administrative Agent and the Issuing Bank), and, solely in the case of an actual conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Personsother enforcement proceedings resulting therefrom. (b) The Borrower shall agrees to indemnify the Administrative Agent (and any sub-agent thereof), the Lead Arrangers, the Co-ManagersAgent, each LenderArranger, the Swingline each Lender and the Issuing Banktheir respective Related Parties (each, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, from and against any and all lossesLiabilities, claimsjoint or several, damagesand expenses of any kind or nature whatsoever, liabilities, penalties including reasonable and related expenses (including the reasonable fees, charges documented or invoiced fees and disbursements of any counsel for any Indemnitee)counsel, and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who which may be employees of any Indemniteeincurred by, incurred by any Indemnitee or asserted against any against, such Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Transaction Document, any Hedge Agreement or Cash Management Agreements or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)any investigative, (iii) the use by any Person of any information administrative or materials obtained by or through Debt Domainjudicial action, IntraLinks, SyndTrak Online or another similar electronic system or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Substances on or from any property owned or operated by the Borrower or any Subsidiary, or any Environmental Liability related to the Borrower or any Subsidiary, or (v) any actual or prospective claim, litigation, investigation suit or proceeding relating to any of the foregoing (including any of the Transactions), whether based on contract, tort or any other theory, whether brought by a third party initiated against or by any party hereto, any Affiliate, equity holder, security holder or creditor thereof or any other Person (including any party to the BorrowerEnsign Acquisition Agreement), and regardless of whether any or not such Indemnitee is a party theretoto such action, suit or proceeding and whether or not the Transactions are consummated and without regard to the exclusive or contributory negligence of any Indemnitee) brought or threatened relating to or arising out of this Agreement, the Ensign Acquisition or any actual or proposed use of proceeds of Loans; provided that such indemnity (i) the Borrower shall not, as not be required to indemnify and hold harmless any Indemnitee, be available Indemnitee against any Liabilities or expenses to the extent that such losses, claims, damages, liabilities or related expenses are the same (A) shall have been determined by a court of competent jurisdiction by jurisdiction, in a final and nonappealable judgment non-appealable judgment, to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee Indemnitees or its Specified Related Parties or (y) such Indemnitee’s or its Specified Related Parties’ material breach of this Agreement or (B) resulted from disputes solely among Indemnitees not arising from or in connection with any act or omission by the Borrower, any other party to the Ensign Acquisition Agreement or any of their respective Affiliates (other than any action, suit or proceeding against any Indemnitee in its capacity or in fulfilling its role as the Administrative Agent, an Arranger or other titled role in connection with the credit facility established hereunder), (ii) the Borrower shall not, in connection with any such action, suit or proceeding, be liable for fees and disbursements of more than one firm of counsel representing all of the Indemnitees, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all the Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, of another firm of counsel for the affected Indemnitees similarly situated (and, if necessary, one additional firm of local counsel in each appropriate jurisdiction)), [[5952619]] and (iii) the Borrower shall not be obligated to pay an amount of any settlement entered into without its consent (which shall not be unreasonably withheld, conditioned or delayed), but if settled with its prior written consent or if there is a final judgment in any such action, suit or proceeding, the Borrower shall indemnify and hold harmless each Indemnitee in accordance with this Section 9.03(b). The Borrower shall not, without the prior written consent of the applicable Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened action, suit or proceeding against any Indemnitee in respect of which indemnity could have been sought under this Section 9.03(b) by such Indemnitee unless such settlement (x) includes an unconditional release of such Indemnitee from all Liability or claims that are the subject of such action, suit or proceeding and (y) does not include any statement as to any admission of fault by or on behalf of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes, other than any Taxes that represent liabilities, losses, damages, costs and expenses arising from any non-Tax claim. (c) To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any Liabilities against any other party hereto and, in the case of the Administrative Agent Borrower, against any other Lender-Related Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any Lenderagreement or instrument contemplated hereby, any unexcused breach by Loan or the Administrative Agent use of proceeds thereof; provided that nothing in this Section 9.03(c) shall limit the indemnification obligations of the Borrower under Section 9.03(b) with respect to any special, indirect, consequential or such Lender punitive damages that may be awarded against any Indemnitee in favor of any of its material obligations under this Agreement. (c) third party. The Borrower shall paynot assert, and hold the Administrative Agent and each of the Lenders harmless from and againsthereby waives, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and claim against any and all liabilities with respect Lender-Related Person, on any theory of liability, for any Liabilities arising from the use by others of information or other materials (including any personal data) obtained through telecommunications, electronic or other information transmission systems (including the internet); provided that the foregoing shall not apply to the extent such Liabilities are found by a final judgment of a court of competent jurisdiction to have arisen from the willful misconduct or resulting from any delay gross negligence of such Indemnitee or omission to pay the material breach by such taxesIndemnitee of its agreements in Section 9.13 (which judgment has not been reversed or vacated on appeal). (d) To the extent that the Borrower fails to pay any amount required to be paid by it under this Section 9.03 to the Administrative Agent, the Issuing Bank Agent (or the Swingline Lender under clause (a), (bany sub-agent thereof) or any of its Related Parties (c) hereofand without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank Agent (or the Swingline Lendersuch sub-agent) or such Related Party, as the case may be, such LenderXxxxxx’s pro rata ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided. For purposes of this Section 9.03(d), that a Lender’s “ratable share” shall be determined based upon its share of the unreimbursed expense sum of the aggregate amount of the Loans or indemnified payment, claim, damage, liability Commitments at the time outstanding or related expense, as the case may be, was incurred by in effect (or asserted against the Administrative Agent, the Issuing Bank most recently outstanding or the Swingline Lender in its capacity as sucheffect). (e) To the extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any claim against the Administrative Agent (and any sub-agent thereof), any Lead Arranger, any Co-Managers, any Lender, any Swingline Lender and any Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Lender-Related Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except for any damages resulting from the Lender-Related Person’s gross negligence or willful misconduct. (f) All amounts due under this Section 10.3 9.03 shall be payable promptly within 30 days after written demand therefor.. [[5952619]]

Expenses; Indemnification; Limitation of Liability. (a) The Borrower shall pay (i) all reasonable, documented out-of-pocket costs and expenses of the Administrative Agent, the Lead Arrangers, the Co-Managers and their Affiliatesexpenses, including the reasonable fees, charges fees and disbursements expenses of one special counsel for the Administrative Agent and its Affiliates, in connection with the syndication preparation of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), and (ii) if an Event of Default occurs, all reasonable reasonable, documented out-of-pocket expenses incurred by the Issuing Bank in connection with Administrative Agent and the issuanceLenders, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket costs including reasonable fees and expenses of the Administrative Agent in connection with permitted visits, inspections and/or examinations under Section 5.7, and all out-of-pocket costs and expenses for each permitted visit, inspection and/or examination of the Borrower and its Subsidiaries performed by personnel employed by the Administrative Agent for no more than two such visits, inspections and/or examinations unless an Event of Default is continuing, and (iv) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of one outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, and the other Loan Documents, including its rights under this Section 10.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, but limited to one counsel for all Lenders, the Administrative Agent and the Issuing Bank, Lenders (in addition to one local counsel in each applicable local jurisdiction if reasonably necessary as determined by the Administrative Agent and, if necessary, of one local counsel for all Lenders, the Administrative Agent or one or more Lenders shall determine in good faith that there is an actual or perceived conflict between its interests and the Issuing Bank in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions for all interests of the Lenders or other Lenders, the Administrative Agent and the Issuing Bank), and, solely in as the case of an actual conflict of interestmay be, one additional counsel for each such Lender), in each applicable material jurisdiction to the affected Personsconnection with such Event of Default and collection and other enforcement proceedings resulting therefrom. (b) The Borrower shall agrees to indemnify the Administrative Agent (Agent, each Issuing Lender and any sub-agent thereof), the Lead Arrangers, the Co-Managers, each Lender, the Swingline Lender their respective affiliates and the Issuing Bankrespective directors, officers, agents and each Related Party of any employees of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, from and against any and all liabilities, losses, claims, damages, liabilitiescosts and reasonable expenses of any kind, penalties and related expenses (including including, without limitation, the reasonable feesreasonable, charges documented fees and disbursements of any one outside counsel selected by the Administrative Agent for the Indemnitees (in addition to one local counsel in each applicable local jurisdiction if reasonably necessary as determined by the Administrative Agent and, to the extent one or more Indemnitees shall determine in good faith that there is an actual or perceived conflict between its interests and the interests of other Indemnitees, one additional counsel for any each such Indemnitee), and shall indemnify and hold harmless each incurred by such Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees in response to or in defense of any Indemniteeinvestigative, incurred by administrative or judicial proceeding brought or threatened against the Administrative Agent, any Indemnitee Issuing Lender or asserted against any Indemnitee by any third party Lender relating to or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Transaction Document, any Hedge Agreement or Cash Management Agreements or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use actual or proposed use of proceeds of Loans; provided that no Indemnitee shall have the proceeds therefrom right to be indemnified hereunder (including i) to the extent such indemnification relates to relationships between or among each of, or any refusal by of, the Administrative Agent, the Issuing Bank to honor a demand for payment under a Letter of Credit if Lenders, the documents presented in connection with such demand do Lenders or any Assignee or Participant and does not strictly comply with the terms of such Letter of Credit), (iii) the use by involve any Person of any information act or materials obtained by or through Debt Domain, IntraLinks, SyndTrak Online or another similar electronic system or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Substances on or from any property owned or operated omission by the Borrower or any Subsidiary, (ii) for such Indemnitee’s own gross negligence or willful misconduct or any Environmental Liability related to the Borrower or any Subsidiary, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to bad faith breach by such Indemnitee of any of the foregoing (including any of the Transactions), whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, its material obligations hereunder as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment judgment. This Section 9.04(b) shall not apply with respect to have resulted Taxes other than any Taxes that represent losses, claims, damages, etc. arising from (x) the gross negligence or willful misconduct of such Indemnitee or (y) in the case of the Administrative Agent or any Lender, any unexcused breach by the Administrative Agent or such Lender of any of its material obligations under this Agreementnon-Tax claim. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clause (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by Applicable Lawapplicable law, the Borrower no party hereto shall not assert, and each such party hereby waives, any claim against the Administrative Agent (and any sub-agent thereof), any Lead Arranger, any Co-Managers, any Lender, any Swingline Lender and any Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”)other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual or direct damages) arising out of, in connection with with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of the proceeds thereof. No Lender; provided that nothing in this sentence shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (d) Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraphs (a), (b) or (c) of this Section 9.04 to the Administrative Agent, each Issuing Lender and each Related Party of any of the foregoing Persons (each, an “Agent-Related Person”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which such payment is sought under this Section (or, if such payment is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all Liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent-Related Person shall be liable for in any damages way relating to or arising from out of the use by unintended recipients Commitments, this Agreement, any of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or therebythereby or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing; provided that the unreimbursed expense or Liability or related expense, except as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such; provided, further that no Lender shall be liable for the payment of any damages resulting portion of such Liabilities, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the Lendersuch Agent-Related Person’s gross negligence or willful misconduct. (f) All amounts due under . The agreements in this Section 10.3 shall be survive the termination of this Agreement and the payment of the Loans and all other amounts payable promptly after written demand thereforhereunder.

Expenses; Indemnification; Limitation of Liability. (a) The Borrower shall pay (i) all reasonable, documented out-of-pocket costs and expenses of the Administrative Agent, the Lead Arrangers, the Co-Managers and their Affiliatesexpenses, including the reasonable fees, charges fees and disbursements expenses of one special counsel for the Administrative Agent and its Affiliates, in connection with the syndication preparation of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), and (ii) if an Event of Default occurs, all reasonable reasonable, documented out-of-pocket expenses incurred by the Issuing Bank in connection with Administrative Agent and the issuanceLenders, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket costs including reasonable fees and expenses of the Administrative Agent in connection with permitted visits, inspections and/or examinations under Section 5.7, and all out-of-pocket costs and expenses for each permitted visit, inspection and/or examination of the Borrower and its Subsidiaries performed by personnel employed by the Administrative Agent for no more than two such visits, inspections and/or examinations unless an Event of Default is continuing, and (iv) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of one outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, and the other Loan Documents, including its rights under this Section 10.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, but limited to one counsel for all Lenders, the Administrative Agent and the Issuing Bank, Lenders (in addition to one local counsel in each applicable local jurisdiction if reasonably necessary as determined by the Administrative Agent and, if necessary, of one local counsel for all Lenders, the Administrative Agent or one or more Lenders shall determine in good faith that there is an actual or perceived conflict between its interests and the Issuing Bank in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions for all interests of the Lenders or other Lenders, the Administrative Agent and the Issuing Bank), and, solely in as the case of an actual conflict of interestmay be, one additional counsel for each such Lender), in each applicable material jurisdiction to the affected Personsconnection with such Event of Default and collection and other enforcement proceedings resulting therefrom. (b) The Borrower shall agrees to indemnify the Administrative Agent (Agent, each Issuing Lender and any sub-agent thereof), the Lead Arrangers, the Co-Managers, each Lender, the Swingline Lender their respective affiliates and the Issuing Bankrespective directors, officers, agents and each Related Party of any employees of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, from and against any and all liabilities, losses, claims, damages, liabilitiescosts and reasonable expenses of any kind, penalties and related expenses (including including, without limitation, the reasonable feesreasonable, charges documented fees and disbursements of any one outside counsel selected by the Administrative Agent for the Indemnitees (in addition to one local counsel in each applicable local jurisdiction if reasonably necessary as determined by the Administrative Agent and, to the extent one or more Indemnitees shall determine in good faith that there is an actual or perceived conflict between its interests and the interests of other Indemnitees, one additional counsel for any each such Indemnitee), and shall indemnify and hold harmless each incurred by such Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees in response to or in defense of any Indemniteeinvestigative, incurred by administrative or judicial proceeding brought or threatened against the Administrative Agent, any Indemnitee Issuing Lender or asserted against any Indemnitee by any third party Lender relating to or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Transaction Document, any Hedge Agreement or Cash Management Agreements or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use actual or proposed use of proceeds of Loans; provided that no Indemnitee shall have the proceeds therefrom right to be indemnified hereunder (including i) to the extent such indemnification relates to relationships between or among each of, or any refusal by of, the Administrative Agent, the Issuing Bank to honor a demand for payment under a Letter of Credit if Lenders, the documents presented in connection with such demand do Lenders or any Assignee or Participant and does not strictly comply with the terms of such Letter of Credit), (iii) the use by involve any Person of any information act or materials obtained by or through Debt Domain, IntraLinks, SyndTrak Online or another similar electronic system or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Substances on or from any property owned or operated omission by the Borrower or any Subsidiary, (ii) for such Indemnitee’s own gross negligence or willful misconduct or any Environmental Liability related to the Borrower or any Subsidiary, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to bad faith breach by such Indemnitee of any of the foregoing (including any of the Transactions), whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, its material obligations hereunder as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment judgment. This Section 9.04(b) shall not apply with respect to have resulted Taxes other than any Taxes that represent losses, claims, damages, etc. arising from (x) the gross negligence or willful misconduct of such Indemnitee or (y) in the case of the Administrative Agent or any Lender, any unexcused breach by the Administrative Agent or such Lender of any of its material obligations under this Agreementnon-Tax claim. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clause (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by Applicable Lawapplicable law, the Borrower no party hereto shall not assert, and each such party hereby waives, any claim against the Administrative Agent (and any sub-agent thereof), any Lead Arranger, any Co-Managers, any Lender, any Swingline Lender and any Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”)other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual or direct damages) arising out of, in connection with with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of the proceeds thereof. No Lender; provided that nothing in this sentence shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (d) Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraphs (a), (b) or (c) of this Section 9.04 to the Administrative Agent, each Issuing Lender and each Related Party of any of the foregoing Persons (each, an “Agent-Related Person”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which such payment is sought under this Section (or, if such payment is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all Liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent-Related Person shall be liable for in any damages way relating to or arising from out of the use by unintended recipients Commitments, this Agreement, any of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, except for thereby or any damages resulting from the Lenderaction taken or omitted by such Agent-Related Person’s gross Person under or in connection with any of the foregoing; provided that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such; provided, further that no Lender shall be liable for the payment of any portion of such Liabilities, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from such Agent-Related Xxxxxxx’xXxxxxx’x xxxxx negligence or willful misconduct. (f) All amounts due under . The agreements in this Section 10.3 shall be survive the termination of this Agreement and the payment of the Loans and all other amounts payable promptly after written demand thereforhereunder.

Expenses; Indemnification; Limitation of Liability. (a) The Borrower shall pay (i) all reasonable, documented out-of-pocket costs and expenses of the Administrative Agent, the Lead Arrangers, the Co-Managers and their Affiliatesexpenses, including the reasonable fees, charges fees and disbursements expenses of one special counsel for the Administrative Agent and its Affiliates, in connection with the syndication preparation of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), and (ii) if an Event of Default occurs, all reasonable reasonable, documented out-of-pocket expenses incurred by the Issuing Bank in connection with Administrative Agent and the issuanceLenders, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket costs including reasonable fees and expenses of the Administrative Agent in connection with permitted visits, inspections and/or examinations under Section 5.7, and all out-of-pocket costs and expenses for each permitted visit, inspection and/or examination of the Borrower and its Subsidiaries performed by personnel employed by the Administrative Agent for no more than two such visits, inspections and/or examinations unless an Event of Default is continuing, and (iv) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of one outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, and the other Loan Documents, including its rights under this Section 10.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, but limited to one counsel for all Lenders, the Administrative Agent and the Issuing Bank, Lenders (in addition to one local counsel in each applicable local jurisdiction if reasonably necessary as determined by the Administrative Agent and, if necessary, of one local counsel for all Lenders, the Administrative Agent or one or more Lenders shall determine in good faith that there is an actual or perceived conflict between its interests and the Issuing Bank in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions for all interests of the Lenders or other Lenders, the Administrative Agent and the Issuing Bank), and, solely in as the case of an actual conflict of interestmay be, one additional counsel for each such Lender), in each applicable material jurisdiction to the affected Personsconnection with such Event of Default and collection and other enforcement proceedings resulting therefrom. (b) The Borrower shall agrees to indemnify the Administrative Agent (Agent, each Issuing Lender and any sub-agent thereof), the Lead Arrangers, the Co-Managers, each Lender, the Swingline Lender their respective affiliates and the Issuing Bankrespective directors, officers, agents and each Related Party of any employees of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, from and against any and all liabilities, losses, claims, damages, liabilitiescosts and reasonable expenses of any kind, penalties and related expenses (including including, without limitation, the reasonable feesreasonable, charges documented fees and disbursements of any one outside counsel selected by the Administrative Agent for the Indemnitees (in addition to one local counsel in each applicable local jurisdiction if reasonably necessary as determined by the Administrative Agent and, to the extent one or more Indemnitees shall determine in good faith that there is an actual or perceived conflict between its interests and the interests of other Indemnitees, one additional counsel for any each such Indemnitee), and shall indemnify and hold harmless each incurred by such Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees in response to or in defense of any Indemniteeinvestigative, incurred by administrative or judicial proceeding brought or threatened against the Administrative Agent, any Indemnitee Issuing Lender or asserted against any Indemnitee by any third party Lender relating to or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Transaction Document, any Hedge Agreement or Cash Management Agreements or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use actual or proposed use of proceeds of Loans; provided that no Indemnitee shall have the proceeds therefrom right to be indemnified hereunder (including i) to the extent such indemnification relates to relationships between or among each of, or any refusal by of, the Administrative Agent, the Issuing Bank to honor a demand for payment under a Letter of Credit if Lenders, the documents presented in connection with such demand do Lenders or any Assignee or Participant and does not strictly comply with the terms of such Letter of Credit), (iii) the use by involve any Person of any information act or materials obtained by or through Debt Domain, IntraLinks, SyndTrak Online or another similar electronic system or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Substances on or from any property owned or operated omission by the Borrower or any Subsidiary, (ii) for such Indemnitee’s own gross negligence or willful misconduct or any Environmental Liability related to the Borrower or any Subsidiary, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to bad faith breach by such Indemnitee of any of the foregoing (including any of the Transactions), whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, its material obligations hereunder as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment judgment. This Section 9.04(b) shall not apply with respect to have resulted Taxes other than any Taxes that represent losses, claims, damages, etc. arising from (x) the gross negligence or willful misconduct of such Indemnitee or (y) in the case of the Administrative Agent or any Lender, any unexcused breach by the Administrative Agent or such Lender of any of its material obligations under this Agreementnon-Tax claim. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clause (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by Applicable Lawapplicable law, the Borrower no party hereto shall not assert, and each such party hereby waives, any claim against the Administrative Agent (and any sub-agent thereof), any Lead Arranger, any Co-Managers, any Lender, any Swingline Lender and any Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”)other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual or direct damages) arising out of, in connection with with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of the proceeds thereof. No Lender; provided that nothing in this sentence shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (d) Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraphs (a), (b) or (c) of this Section 9.04 to the Administrative Agent, each Issuing Lender and each Related Party of any of the foregoing Persons (each, an “Agent-Related Person”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which such payment is sought under this Section (or, if such payment is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all Liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent-Related Person shall be liable for in any damages way relating to or arising from out of the use by unintended recipients Commitments, this Agreement, any of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, except for thereby or any damages resulting from the Lenderaction taken or omitted by such Agent-Related Person’s gross Person under or in connection with any of the foregoing; provided that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such; provided, further that no Lender shall be liable for the payment of any portion of such Liabilities, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from such Agent-Related Xxxxxxx’x xxxxx negligence or willful misconduct. (f) All amounts due under . The agreements in this Section 10.3 shall be survive the termination of this Agreement and the payment of the Loans and all other amounts payable promptly after written demand thereforhereunder.

Expenses; Indemnification; Limitation of Liability. (a) The Borrower Company shall pay (i) all reasonable, reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers, the Co-Managers Arrangers and each of their respective Affiliates, including the reasonable fees, charges and documented fees and disbursements of one primary counsel and, if necessary and with prior notice to the Company, a single special or local counsel in each relevant material jurisdiction (which may include special counsel acting in multiple jurisdictions), for the Administrative Agent and its AffiliatesAgent, in connection with the syndication preparation, due diligence, administration and closing of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement and the other Credit Documents, any waiver or consent hereunder or any other Loan Document shall be consummated), amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs and is continuing, all reasonable and documented out-of-pocket costs and expenses incurred by the Issuing Bank Administrative Agent and each Bank, including reasonable and documented fees and disbursements of one firm of primary counsel and, if reasonably necessary and with prior notice to the Company, a single special or local counsel in each relevant material jurisdiction (which may include special counsel acting in multiple jurisdictions), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. All amounts due under this clause (a) shall be paid within thirty (30) days after written demand therefor (in each case, together with backup documentation supporting such reimbursement request); provided that, with respect to the issuanceClosing Date, amendmentall amounts due under this clause (a) shall be paid on the Closing Date solely to the extent invoiced to the Company within three (3) Business Days prior to the Closing Date. (b) The Company agrees to indemnify the Administrative Agent, renewal or extension of each Joint Lead Arranger, each Joint Bookrunner, each Bank and their respective Related Parties (each an “Indemnitee”) and hold each Indemnitee harmless from and against any Letter of Credit or any demand for payment thereunderand all Liabilities, (iii) all reasonable and documented out-of-pocket costs and expenses of any kind, including costs of settlement and the Administrative Agent in connection with permitted visits, inspections and/or examinations under Section 5.7, reasonable and all documented out-of-pocket costs fees and disbursements of one counsel for the Indemnitees taken as a whole (unless the Indemnitees have actual or reasonably perceived conflicts of interest where the Indemnitees affected by such conflict inform the Company in writing of such conflict, in which case such expenses for each permitted visit, inspection and/or examination of shall include the Borrower reasonable and its Subsidiaries performed by personnel employed by the Administrative Agent for no more than two such visits, inspections and/or examinations unless an Event of Default is continuing, and (iv) all documented out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges fees and disbursements of outside one additional counsel in each relevant material jurisdiction and the allocated cost to each group of inside counselsimilarly affected Indemnitees) incurred by the Administrative Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, and the other Loan Documents, including its rights under this Section 10.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, but limited to one counsel for all Lenders, the Administrative Agent and the Issuing Bank, and, if necessarywith prior written notice to the Company, of one local counsel for all Lenders, the Administrative Agent and the Issuing Bank Indemnitees in each applicable any relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions for all Lenders, the Administrative Agent and the Issuing Bankjurisdictions), and, solely in the case of an actual conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Lead Arrangers, the Co-Managers, each Lender, the Swingline Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who which may be employees of any Indemnitee, incurred by any such Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of, any actual or prospective claim, litigation, investigation or any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto or whether such proceeding is brought by the Company, its Affiliates, its equity holders or its creditors) relating to or arising out of (i) the execution or delivery of this Agreement, any other Transaction Document, any Hedge Agreement or Cash Management Agreements or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the any other transactions contemplated hereby or thereby, hereby; (ii) any Term Loan or Letter of Credit or the use of proceeds therefrom; or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through Debt Domain, IntraLinks, SyndTrak Online or another similar electronic system or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Substances on or from any property owned or operated by the Borrower or any Subsidiary, or any Environmental Liability related to the Borrower or any Subsidiary, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing clauses (including any of the Transactionsi) and (ii), whether based on contract, tort tort, or any other theory, whether brought by a third party or by the Borrower, theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity no Indemnitee shall not, as have the right to any Indemnitee, be available indemnified hereunder to the extent that such losses, claims, damages, liabilities Liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or negligence, willful misconduct or bad faith of such Indemnitee or Related Indemnitee, (y) the material breach by such Indemnitee or Related Indemnitee of its material obligations hereunder or (z) any claim, litigation, or proceeding solely among Indemnitees brought by any Indemnitee against another Indemnitee (other than any claim, litigation, or proceeding against an Indemnitee acting in its capacity as Administrative Agent, a Joint Lead Arranger or a Joint Bookrunner) that does not involve an act or omission (or alleged act or omission) by the Company or any of its Affiliates, in the case of each of the Administrative Agent foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. All amounts due under this clause (b) shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that any such applicable Indemnitee or Related Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee or Related Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this clause (b). The Company shall not, without the prior written consent of each Indemnitee affected thereby (which consent shall not be unreasonably withheld), effect any Lender, any unexcused breach by the Administrative Agent or such Lender settlement of any pending or threatened investigation, litigation or proceeding against an Indemnitee in respect of its material obligations under which indemnity could have been sought hereunder by such Indemnitee unless such settlement (A) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such investigation, litigation or proceeding and (B) does not include any statement as to any admission of fault. Notwithstanding anything herein to the contrary, this Agreementclause (b) shall not apply to Taxes, other than any Taxes that represent Liabilities or related expenses arising from any non-Tax claim. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clause (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by Applicable Lawapplicable law, the Borrower Company shall not assert, and hereby waives, any claim against the Administrative Agent (and any sub-agent thereof)Agent, any Joint Lead Arranger, any Co-ManagersJoint Bookrunner, any Lender, any Swingline Lender Bank and any Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called Person, a “LenderBank-Related Person”), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual or direct damages) arising out of, in connection with with, or as a result of, this AgreementAgreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby, the Term Loans or the use of the proceeds thereof. None of the Company or its Related Parties shall have any other Loan Document liability under this Section 9.03 for special, indirect, consequential or punitive damages arising out of, related to or in connection with any aspect of this Agreement or any agreement or instrument contemplated hereby or thereby, the transactions contemplated thereinhereby; provided that this sentence shall not limit the Company’s indemnification obligations herein to the extent that such special, indirect, consequential or punitive damages are included in any Loan or any Letter of Credit or the use of proceeds thereof. No Lender-Related Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems third party claim in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except for any damages resulting from the Lender-Related Person’s gross negligence or willful misconductwhich an Indemnitee is otherwise entitled to indemnification hereunder. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.