Common use of Expenses, Indemnification, Waiver of Consequential Damages, etc Clause in Contracts

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shall, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Party to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by Applicable Law, no Guarantor or Indemnitee shall assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor or Indemnitee referred to in this Section 4.3 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; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (f) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. 1 Bracketed language in Section 3.6 to be included with information from the Borrower’s most recently filed 10-K or 10-Q, as applicable, immediately prior to the execution of this Guaranty. (a) The Guarantors shallEach Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and reasonable expenses incurred in connection with enforcing or preserving any rights under this Guaranty and the other Loan Documents to which such Guarantor is a party, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s the reasonable fees and expensesdisbursements of counsel to each Lender and of counsel to the Administrative Agent. (b) incurred by Each Guarantor agrees to pay, and to save the Administrative Agent and each the Lenders harmless from, any and all liabilities with respect to, or resulting from any such Guarantor’s delay in paying, any and all stamp, excise, sales or other Secured Party taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guaranty. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guaranty to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 13.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to To the fullest extent permitted by Applicable Law, no each Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemniteeindemnitee, 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 AgreementGuaranty, any other Loan Document, Document or any agreement or instrument contemplated hereby, hereby or the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) . No Guarantor or Indemnitee indemnitee referred to in this Section 4.3 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, Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (fe) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallEach Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and reasonable expenses incurred in connection with enforcing or preserving any rights under this Guaranty and the other Loan Documents to which such Guarantor is a party, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s the reasonable fees and expensesdisbursements of counsel to each Lender and of counsel to the Administrative Agent. (b) incurred by Each Guarantor agrees to pay, and to save the Administrative Agent and each the Lenders harmless from, any and all liabilities with respect to, or resulting from any such Guarantor’s delay in paying, any and all stamp, excise, sales or other Secured Party taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guaranty. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guaranty to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 13.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to To the fullest extent permitted by Applicable Law, no each Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemniteeindemnitee, 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 AgreementGuaranty, any other Loan Document, Document or any agreement or instrument contemplated hereby, hereby or the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) . No Guarantor or Indemnitee indemnitee referred to in this Section 4.3 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, Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (fe) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallEach Guarantor, jointly and severally, shall pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Party to pursuant to, and in accordance with, the extent the Borrower would be required to do so pursuant to applicable provisions of Section 12.3 of the Credit Agreement. (b) The Guarantors shallEach Guarantor, jointly and severally, pay shall indemnify each Indemnitee pursuant to, and indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to in accordance with, Section 5.11 12.3 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this AgreementGuaranty, to the fullest extent permitted by Applicable Law, no each Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementGuaranty, any other Loan Document, Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter Extension of Credit or the use of the proceeds thereof; provided that nothing in this clause . (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor or Indemnitee referred to in this Section 4.3 5.3 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, Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby; provided that nothing in this clause . (e) shall limit Each Guarantor agrees to pay, and to save the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement Administrative Agent and the other Loan DocumentsSecured Parties harmless from, any and all liabilities with respect to, or resulting from any such Guarantor’s delay in paying, any and all stamp, excise, sales withholding or other taxes which may be payable or determined to be payable in connection with this Guaranty. (f) All amounts due under this Section 4.3 5.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallEach Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and reasonable expenses incurred in connection with enforcing or preserving any rights under this Guaranty and the other Loan Documents to which such Guarantor is a party, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s the reasonable fees and expensesdisbursements of counsel to each Lender and of counsel to the Administrative Agent. (b) incurred by Each Guarantor agrees to pay, and to save the Administrative Agent and each the Lenders harmless from, any and all liabilities with respect to, or resulting from any such Guarantor’s delay in paying, any and all stamp, excise, sales or other Secured Party taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guaranty. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guaranty to the extent the Borrower Borrowers would be required to do so pursuant to Section 12.3 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 13.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to To the fullest extent permitted by Applicable Law, no each Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemniteeindemnitee, 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 AgreementGuaranty, any other Loan Document, Document or any agreement or instrument contemplated hereby, hereby or the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) . No Guarantor or Indemnitee indemnitee referred to in this Section 4.3 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, Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (fe) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shall, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Party to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and indemnify the Secured Parties each Indemnitee against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this AgreementGuaranty, to the fullest extent permitted by Applicable Law, no each Guarantor or Indemnitee agrees that it shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementGuaranty, any other Loan Document, any Cash Management Agreement, any Hedge Agreement 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 in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor or Indemnitee referred to in this Section 4.3 5.3 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 AgreementGuaranty, or the other Loan Documents Documents, any Cash Management Agreements, any Hedge Agreements or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit thereby so long as such Indemnitee has not otherwise breached its confidentiality obligations under the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (f) All amounts due under this Section 4.3 5.3 shall be payable promptly within the time periods provided in Sections 5.11 and 12.3 of the Credit Agreement, as applicable, after demand therefor, which demand . (g) Each party’s obligations under this Section 5.3 shall be accompanied by a summary statement thereofsurvive the termination of the Loan Documents and the payment of the Obligations thereunder.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallGrantors, jointly and severally, shall pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s reasonable and documented attorneys’ fees and expenses) incurred by the Administrative Agent and each other Secured Party in connection with enforcing or preserving any rights under this Agreement to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (b) The Guarantors shallGrantors, jointly and severally, shall pay and shall indemnify the each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties Parties) against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shallGrantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by Applicable Law, no Guarantor or Indemnitee each Grantor shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or 24 60010211_5 Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor or Indemnitee referred to in this Section 4.3 7.3 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; provided that nothing in this clause (e) shall limit thereby so long as such Indemnitee has not otherwise breached its confidentiality obligations under the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (f) All amounts due under this Section 4.3 7.3 shall be payable promptly within the time periods provided in Section 5.11 and 12.3 of the Credit Agreement, as applicable, after demand therefor, which demand . (g) Each party’s obligations under this Section 7.3 shall be accompanied by a summary statement thereofsurvive the termination of the Loan Documents and payment of the obligations thereunder.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Subsidiary Guarantors shall, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Party to the extent the Borrower Borrowers would be required to do so pursuant to Section 12.3 11.3 of the Credit Agreement. (b) The Subsidiary Guarantors shall, jointly and severally, pay and indemnify the Secured Parties each Indemnitee against Indemnified Taxes and Other Taxes to the extent the Borrower Borrowers would be required to do so pursuant to Section 5.11 4.11 of the Credit Agreement. (c) The Subsidiary Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower Borrowers would be required to do so pursuant to Section 12.3 11.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this AgreementGuaranty, to the fullest extent permitted by Applicable Law, no each Subsidiary Guarantor or Indemnitee agrees that it shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementGuaranty, any other Loan Document, any Cash Management Agreement, any Hedge Agreement 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 in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor or Indemnitee referred to in this Section 4.3 5.3 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 AgreementGuaranty, or the other Loan Documents Documents, any Cash Management Agreements, any Hedge Agreements or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations thereby except to the extent set forth in this Agreement that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the other Loan Documentsgross negligence or willful misconduct of such Indemnitee. (f) All amounts due under this Section 4.3 5.3 shall be payable promptly after demand thereforwithin the time periods provided in Sections 4.11 and 11.3 of the Credit Agreement, which demand as applicable. (g) Each party’s obligations under this Section 5.3 shall be accompanied by a summary statement thereofsurvive the termination of the Loan Documents and the payment of the Obligations thereunder.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Subsidiary Guarantors shall, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Party Lender and Issuing Lender to the extent the Borrower would be required to do so pursuant to Section 12.3 13.3 of the Credit Agreement. (b) The Subsidiary Guarantors shall, jointly and severally, pay and indemnify the Secured Parties each Indemnitee against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 4.11 of the Credit Agreement. (c) The Subsidiary Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 13.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to To the fullest extent permitted by Applicable Law, no each Subsidiary Guarantor or Indemnitee agrees that it shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementGuaranty, any other Loan Document, any Hedging Agreement, any Cash Management Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, thereby or any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) . No Guarantor or Indemnitee referred to in this Section 4.3 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 AgreementGuaranty, or the other Loan Documents Documents, any Cash Management Agreements, any Hedging Agreements or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (fe) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which and any amounts not so paid on demand (in addition to other rights and remedies resulting from such nonpayment) shall be accompanied by a summary statement thereofbear interest from the date of demand until paid in full at the applicable default rate specified in Section 4.1(c) of the Credit Agreement. (f) Each party’s obligations under this Section shall survive the termination of the Loan Documents and the payment of the Obligations thereunder.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallEach Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with enforcement or protection of its rights in connection with this Guaranty and the other Loan Documents to which such Guarantor is a party, jointly including, without limitation, the fees, charges and severallydisbursements of counsel to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, pay and to save the Administrative Agent and the other Secured Parties harmless from, any and all reasonable liabilities with respect to, or resulting from any such Guarantor’s delay in paying, any and documented out-of-pocket expenses all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guaranty. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the other Secured Parties harmless from any and all losses, claims (including, without limitation, attorney’s fees civil penalties or fines assessed by OFAC), damages, liabilities and expenses) incurred by related expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the Administrative Agent execution, delivery, enforcement, performance and each other Secured Party administration of this Guaranty to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 9.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to To the fullest extent permitted by Applicable Law, no each Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementGuaranty, any other Loan Document, Document or any agreement or instrument contemplated hereby, hereby or the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) . No Guarantor or Indemnitee indemnitee referred to in this Section 4.3 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, Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (fe) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shall, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Party without duplication of and to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and indemnify the Secured Parties each Recipient against Indemnified Taxes without duplication of and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, indemnify each Indemnitee without duplication of and to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this AgreementGuaranty, to the fullest extent permitted by Applicable Law, no each Guarantor or Indemnitee agrees that it shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementGuaranty, any other Loan Document, any Cash Management Agreement, any Hedge Agreement 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 in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor or Indemnitee referred to in this Section 4.3 5.3 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 AgreementGuaranty, or the other Loan Documents Documents, any Cash Management Agreements, any Hedge Agreements or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations , except to the extent set forth in this Agreement and the other Loan Documentsarising from such Indemnitee’s gross negligence or willful misconduct. (f) All amounts due under this Section 4.3 5.3 shall be payable promptly after demand therefor, which demand . (g) Each party’s obligations under this Section 5.3 shall be accompanied by a summary statement thereofsurvive the termination of the Loan Documents and the payment of the Obligations thereunder.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallGrantors, jointly and severally, shall pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Party to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (b) The Guarantors shallGrantors, jointly and severally, shall pay and shall indemnify the each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties Parties) against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shallGrantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by Applicable Law, no Guarantor Grantor or Indemnitee shall assert, and hereby each Guarantor Grantor and Indemnitee hereby waives, any claim against any Guarantor Grantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor Grantor or Indemnitee referred to in this Section 4.3 7.3 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; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (f) All amounts due under this Section 4.3 7.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallEach Subsidiary Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with enforcing or preserving any rights under this Guaranty and the other Loan Documents to which such Subsidiary Guarantor is a party, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s the reasonable fees and expenses) incurred disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that, so long as no Default or Event of Default exists, such reimbursement for legal fees and disbursements shall be limited to the fees and disbursements of one primary counsel designated by the Administrative Agent plus the fees and disbursements of any local and specialist counsel engaged by the Administrative Agent. (b) Each Subsidiary Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any such Subsidiary Guarantor's delay in paying, any and all stamp, excise, sales or other taxes, other than Excluded Taxes (in each other Secured Party case, subject to Section 4.11 of the Credit Agreement) that may be payable or determined to be payable in connection with any of the transactions contemplated by this Guaranty. (c) Each Subsidiary Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guaranty to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 13.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to To the fullest extent permitted by Applicable Law, no each Subsidiary Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementGuaranty, any other Loan Document, Document or any agreement or instrument contemplated hereby, hereby or the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) . No Guarantor or Indemnitee referred to in this Section 4.3 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, Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (fe) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallGuarantors, jointly and severally, shall pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Party to the extent the Borrower Borrowers would be required to do so pursuant to Section 12.3 14.3 of the Credit Agreement. (b) The Guarantors shallGuarantors, jointly and severally, shall pay and shall indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent the Borrower Borrowers would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shallGuarantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrower Borrowers would be required to do so pursuant to Section 12.3 14.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to To the fullest extent permitted by Applicable Law, no each Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, any Hedging Agreement, any Cash Management Agreement 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 in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) therefrom. No Guarantor or Indemnitee referred to in this Section 4.3 4.4 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 Documents, any Hedging Agreements or any Cash Management Agreements or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (fe) All amounts due under this Section 4.3 4.4 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by the Administrative Agent to any Person to realize upon any Collateral, shall be borne and paid by the Grantors. The Guarantors shallAdministrative Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in the Administrative Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at the Grantors’ sole risk. The Grantors, jointly and severally, shall pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Party to the extent the Borrower would be required to do so pursuant to Section 12.3 10.04 of the Credit Agreement. (b) The Guarantors shallGrantors, jointly and severally, shall pay and shall indemnify the each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties Parties) against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 3.01 of the Credit Agreement. (c) The Guarantors shallGrantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 11.04 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by Applicable applicable Law, no Guarantor or Indemnitee Grantor shall assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit Extension or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor or Indemnitee referred to in this Section 4.3 7.3 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; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (f) Each Grantor agrees to pay, and to save the Administrative Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any such Grantor’s delay in paying, any and all stamp, excise, sales withholding or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Agreement. (g) All amounts due under this Section 4.3 7.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallEach Guarantor agrees to pay or reimburse each Guaranteed Party and the Administrative Agent for all its costs and expenses incurred in connection with enforcing or preserving any rights under this Guaranty and the other Loan Documents to which such Guarantor is a party, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s the reasonable fees and expensesdisbursements of counsel (including the allocated fees and expenses of in-house counsel) incurred by to each Guaranteed Party and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Administrative Agent and each the other Secured Party Guaranteed Parties harmless from, any and all liabilities with respect to, or resulting from any such Guarantor’s delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guaranty. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the other Guaranteed Parties harmless from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guaranty to the extent the Borrower Borrowers would be required to do so pursuant to Section 12.3 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 9.03 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to To the fullest extent permitted by Applicable Law, no each Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementGuaranty, any other Loan Document, Document or any agreement or instrument contemplated hereby, hereby or the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) . No Guarantor or Indemnitee referred to in this Section 4.3 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, Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (fe) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallParent Guarantor agrees to pay or reimburse each Secured Party and the Agent for all its costs and expenses incurred in connection with enforcing or preserving any rights under this Parent Guaranty and the other Loan Documents to which the Parent Guarantor is a party, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s the reasonable fees and expensesdisbursements of counsel (including the reasonable allocated fees and expenses of in-house counsel) incurred by to each Secured Party and of counsel to the Administrative Agent. (b) The Parent Guarantor agrees to pay, and to save the Agent and each the Secured Parties harmless from, any and all liabilities with respect to, or resulting from the Parent Guarantor’s delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Parent Guaranty. (c) The Parent Guarantor agrees to pay, and to save the Agent and the Secured Party Parties harmless from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Parent Guaranty to the extent the Borrower would be required to do so pursuant to Section 12.3 11.4 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Loan Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to To the fullest extent permitted by Applicable Lawapplicable law, no the Parent Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemniteeindemnitee, 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 AgreementParent Guaranty, any other Loan Document, Document or any agreement or instrument contemplated hereby, hereby or the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) . No Guarantor or Indemnitee indemnitee referred to in this Section 4.3 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, Parent Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (fe) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallSubsidiary Guarantors, jointly and severally, shall pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Party to the extent the Borrower would be required to do so pursuant to Section 12.3 13.3 of the Credit Agreement. (b) The Guarantors shallSubsidiary Guarantors, jointly and severally, shall pay and shall indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 4.11 of the Credit Agreement. (c) The Guarantors shallSubsidiary Guarantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 13.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this AgreementSubsidiary Guaranty, to the fullest extent permitted by Applicable Law, no each Subsidiary Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementSubsidiary Guaranty, any other Loan Document, any Hedging Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter Extension of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor or Indemnitee referred to in this Section 4.3 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 AgreementSubsidiary Guaranty, or the other Loan Documents or any Hedging Agreements or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (f) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shall, jointly and severally, Holdings shall pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees fees, charges and expensesdisbursements of counsel) incurred by the Administrative Agent and each other Secured Party to the extent the Borrower would be required to do so pursuant to Section 12.3 14.3 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, Holdings shall pay and indemnify the each Indemnitee (which for purposes of this Holdings Guaranty shall include, without limitation, all Secured Parties Parties) against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, Holdings shall indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 14.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this AgreementHoldings Guaranty, to the fullest extent permitted by Applicable Law, no Guarantor or Indemnitee Holdings shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementHoldings Guaranty, any other Loan Document, any Specified Hedge Agreement, any Specified Cash Management Arrangement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter Extension of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor or Indemnitee referred to in this Section 4.3 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 AgreementHoldings Guaranty, or the other Loan Documents Documents, any Specified Hedge Agreements or any Specified Cash Management Arrangements or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (f) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shall, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Party to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and indemnify the Secured Parties each Recipient against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this AgreementGuaranty, to the fullest extent permitted by Applicable Law, no each Guarantor or Indemnitee agrees that it shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementGuaranty, any other Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement 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 in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor Provided that such distribution of information or other materials is made in compliance with the applicable provisions of the Credit Agreement, no Indemnitee referred to in this Section 4.3 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 AgreementGuaranty, or the other Loan Documents Documents, any Secured Hedge Agreements, any Secured Cash Management Agreements or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (f) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shall, Each Subsidiary Guarantor jointly and severallyseverally agrees to pay or reimburse each Secured Party and the Agent for all its costs and expenses incurred in connection with enforcing or preserving any rights under this Subsidiary Guaranty and the other Loan Documents to which such Subsidiary Guarantor is a party, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s the reasonable fees and expensesdisbursements of counsel (including the reasonable allocated fees and expenses of in-house counsel) incurred by to each Secured Party and of counsel to the Administrative Agent. (b) Each Subsidiary Guarantor agrees to pay, and to save the Agent and each the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any such Subsidiary Guarantor’s delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Subsidiary Guaranty. (c) Each Subsidiary Guarantor agrees to pay, and to save the Agent and the Secured Party Parties harmless from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Subsidiary Guaranty to the extent the Borrower would be required to do so pursuant to Section 12.3 11.4 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Loan Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to To the fullest extent permitted by Applicable Lawapplicable law, no each Subsidiary Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemniteeindemnitee, 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 AgreementSubsidiary Guaranty, any other Loan Document, Document or any agreement or instrument contemplated hereby, hereby or the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) . No Guarantor or Indemnitee indemnitee referred to in this Section 4.3 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, Subsidiary Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (fe) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallGrantors, jointly and severally, shall pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Party in connection with enforcing or preserving any rights under this Agreement to the extent the Borrower would be required to do so pursuant to Section 12.3 14.3 of the Credit Agreement. (b) The Guarantors shallGrantors, jointly and severally, shall pay and shall indemnify the each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties Parties) against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shallGrantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 14.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by Applicable Law, no Guarantor or Indemnitee each Grantor shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor or Indemnitee referred to in this Section 4.3 7.3 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; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations , except to the extent set forth resulting from its bad faith, gross negligence or willful misconduct as determined by a court of competent jurisdiction in this Agreement and the other Loan Documentsa final non-appealable judgment. (f) All amounts due under this Section 4.3 7.3 shall be payable promptly after demand therefor, which demand . (g) Each party’s obligations under this Section 7.3 shall be accompanied by a summary statement thereofsurvive the termination of the Loan Documents and payment of the obligations thereunder.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallEach Guarantor agrees to pay or reimburse each applicable Secured Party and the Administrative Agent for all its reasonable costs and expenses incurred in connection with enforcing or preserving any rights under this Guaranty, jointly the other Loan Documents and severallyany Hedging Agreement, pay all reasonable and documented out-of-pocket expenses (to which such Guarantor is a party, including, without limitation, attorney’s the reasonable fees and expensesdisbursements of counsel to each Secured Party and of counsel to the Administrative Agent. (b) incurred by Each Guarantor agrees to pay, and to save the Administrative Agent and each the other Secured Party Parties harmless from, any and all liabilities with respect to, or resulting from any such Guarantor’s delay in paying, Indemnified Taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guaranty. (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the other Secured Parties harmless from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guaranty to the extent the Borrower would be required to do so pursuant to Section 12.3 Sections 5.11 and 11.2 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and indemnify the Secured Parties against Indemnified Taxes and Other Taxes subject to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly limitations and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreementqualifications set forth therein. (d) Notwithstanding anything to the contrary contained in this Agreement, to To the fullest extent permitted by Applicable Lawapplicable law, no each Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementGuaranty, any other Loan Document, Document or any agreement or instrument contemplated hereby, hereby or the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) . No Guarantor or Indemnitee referred to in this Section 4.3 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 AgreementGuaranty, or the other Loan Documents or any Hedging Agreement, or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit , unless such use of information or other materials by unintended recipients is determined by a court of competent jurisdiction, by a final nonappealable judgment, to have resulted from the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documentsgross negligence or willful misconduct of such Indemnitee. (fe) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallEach Subsidiary Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with enforcing or preserving any rights under this Guaranty and the other Loan Documents to which such Subsidiary Guarantor is a party, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s the reasonable fees and expensesdisbursements of counsel (including the allocated fees and expenses of in-house counsel) incurred by to each Lender and of counsel to the Administrative Agent. (b) Each Subsidiary Guarantor agrees to pay, and to save the Administrative Agent and each the Lenders harmless from, any and all liabilities with respect to, or resulting from, any such Subsidiary Guarantor's delay in paying, any and all stamp, excise, sales or other Secured Party taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guaranty. (c) Each Subsidiary Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guaranty to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 14.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, to To the fullest extent permitted by Applicable Law, no each Subsidiary Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemniteeindemnitee, 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 AgreementGuaranty, any other Loan Document, Document or any agreement or instrument contemplated hereby, hereby or the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) . No Guarantor or Indemnitee indemnitee referred to in this Section 4.3 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, Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification such Indemnitee has utilized such usual and reimbursement obligations to the extent set forth in this Agreement customary security procedures with any such information or other materials as it would utilize for its own similar information and the other Loan Documentsmaterials. (fe) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Subsidiary Guarantors shall, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s 's fees and expenses) incurred by the Administrative Agent and each other Secured Party to the extent the Borrower would be required to do so pursuant to Section 12.3 13.3 of the Credit Agreement. (b) The Subsidiary Guarantors shall, jointly and severally, pay and indemnify the each Indemnitee (which for purposes of this Subsidiary Guaranty shall include, without limitation, all Secured Parties Parties) against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 4.11 of the Credit Agreement. (c) The Subsidiary Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 13.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this AgreementSubsidiary Guaranty, to the fullest extent permitted by Applicable Law, no each Subsidiary Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementSubsidiary Guaranty, any other Loan Document, any Specified Hedge Agreement, any Specified Cash Management Arrangement 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 in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor or Indemnitee referred to in this Section 4.3 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 AgreementSubsidiary Guaranty, or the other Loan Documents Documents, any Specified Hedge Agreements or any Specified Cash Management Arrangements or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (f) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Subsidiary Guarantors shall, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees fees, charges and expensesdisbursements of counsel) incurred by the Administrative Agent and each other Secured Party to the extent the Borrower would be required to do so pursuant to Section 12.3 14.3 of the Credit Agreement. (b) The Subsidiary Guarantors shall, jointly and severally, pay and indemnify the each Indemnitee (which for purposes of this Subsidiary Guaranty shall include, without limitation, all Secured Parties Parties) against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Subsidiary Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 14.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this AgreementSubsidiary Guaranty, to the fullest extent permitted by Applicable Law, no each Subsidiary Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementSubsidiary Guaranty, any other Loan Document, any Specified Hedge Agreement, any Specified Cash Management Arrangement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter Extension of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor or Indemnitee referred to in this Section 4.3 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 AgreementSubsidiary Guaranty, or the other Loan Documents Documents, any Specified Hedge Agreements or any Specified Cash Management Arrangements or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (f) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shall, jointly and severally, pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Guaranteed Party to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and indemnify the Secured Parties each Recipient against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement. (c) The Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this AgreementGuaranty, to the fullest extent permitted by Applicable Law, no each Guarantor or Indemnitee agrees that it shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementGuaranty, any other Loan Document, any Guaranteed Hedge Agreement 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 in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor Provided that such distribution of information or other materials is made in compliance with the applicable provisions of the Credit Agreement, no Indemnitee referred to in this Section 4.3 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 AgreementGuaranty, or the other Loan Documents Documents, any Guaranteed Hedge Agreements or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (f) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallSubsidiary Guarantors, jointly and severally, shall pay all reasonable and documented out-of-pocket expenses (including, without limitation, attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Party to the extent the Borrower would be required to do so pursuant to Section 12.3 14.3 of the Credit Agreement. (b) The Guarantors shallSubsidiary Guarantors, jointly and severally, shall pay and shall indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 4.11 of the Credit Agreement. (c) The Guarantors shallSubsidiary Guarantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 12.3 14.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this AgreementSubsidiary Guaranty, to the fullest extent permitted by Applicable Law, no each Subsidiary Guarantor or Indemnitee shall not assert, and hereby each Guarantor and Indemnitee hereby waives, any claim against any Guarantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementSubsidiary Guaranty, any other Loan Document, any Hedging Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter Extension of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (e) No Guarantor or Indemnitee referred to in this Section 4.3 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 AgreementSubsidiary Guaranty, or the other Loan Documents or any Hedging Agreements or the transactions contemplated hereby or thereby; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification and reimbursement obligations to the extent set forth in this Agreement and the other Loan Documents. (f) All amounts due under this Section 4.3 shall be payable promptly after demand therefor, which demand shall be accompanied by a summary statement thereof.