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

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 Administrative 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 out-of-pocket expenses incurred by the Administrative Agent and each other Secured Party to the extent the Borrowers would be required to do so pursuant to Section 10.04 of the Credit Agreement. (b) The Grantors, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties) against Indemnified Taxes and Other Taxes to the extent the Borrowers would be required to do so pursuant to Section 3.01 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The Grantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrowers would be required to do so pursuant to Section 10.04 of the Credit Agreement. (e) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable Law, no Grantor shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Credit Extension or the use of the proceeds thereof. (f) No Indemnitee referred to in this Section 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. (g) 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. (h) All amounts due under this Section 7.3 shall be payable promptly after demand therefor.

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 Administrative 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 out-of-pocket expenses incurred by the Administrative Agent and each other Secured Party to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 12.3 of the Credit Agreement. (b) The Grantors, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties) against Indemnified Taxes and Other Taxes to the extent the Borrowers Borrower would be required to do so pursuant to Section 3.01 5.11 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The Grantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 12.3 of the Credit Agreement. (ed) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable Applicable Law, no each Grantor shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, 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. (fe) No Indemnitee referred to in this Section 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. (g) 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. (hf) All amounts due under this Section 7.3 shall be payable promptly after demand therefor. (g) Each party’s obligations under this Section 7.3 shall survive the termination of the Loan Documents and payment of the obligations thereunder.

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 Administrative 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 GrantorsGuarantors shall, jointly and severally, shall pay all reasonable out-of-pocket expenses (including, without limitation, reasonable and documented attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Party to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 12.3 of the Credit Agreement. (b) The GrantorsGuarantors shall, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties) against Indemnified Taxes and Other Taxes to the extent the Borrowers Borrower would be required to do so pursuant to Section 3.01 5.11 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The GrantorsGuarantors shall, jointly and severally, shall indemnify each Indemnitee to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 12.3 of the Credit Agreement. (ed) Notwithstanding anything to the contrary contained in this AgreementGuaranty, to the fullest extent permitted by applicable Applicable Law, no Grantor each Guarantor agrees that it shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementGuaranty, any other Loan Document, any Secured Cash Management Agreement, any Secured Hedge Agreement 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. (fe) No Indemnitee referred to in this Section 7.3 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 Secured Cash Management Agreements, any Secured Hedge Agreements or the transactions contemplated hereby or thereby, except to the extent resulting from its gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment. (g) 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. (hf) All amounts due under this Section 7.3 5.3 shall be payable promptly after demand therefor. (g) Each party’s obligations under this Section 5.3 shall survive the termination of the Loan Documents and the payment of the Obligations thereunder.

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 Administrative 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 out-of-pocket expenses (including, without limitation, 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 Borrowers Borrower would be required to do so pursuant to Section 10.04 12.3 of the Credit Agreement. (b) The Grantors, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties) against Indemnified Taxes and Other Taxes to the extent the Borrowers Borrower would be required to do so pursuant to Section 3.01 5.11 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The Grantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 12.3 of the Credit Agreement. (ed) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable Applicable Law, no each Grantor shall not assert, and each hereby waives, any claim against any 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 Extension or the use of the proceeds thereof. (fe) No Indemnitee referred to in this Section 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 therebythereby so long as such Indemnitee has not otherwise breached its confidentiality obligations under the Loan Documents. (g) 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. (hf) All amounts due under this Section 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. (g) Each party’s obligations under this Section 7.3 shall survive the termination of the Loan Documents and payment of the obligations thereunder.

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 Administrative 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 incurred by the Administrative Agent and each other Secured Party in connection with enforcing or preserving any rights under this Agreement without duplication of and to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 12.3 of the Credit Agreement. (b) The Grantors, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall includeRecipient against Indemnified Taxes, without limitation, all Secured Parties) against Indemnified Taxes duplication of and Other Taxes to the extent the Borrowers Borrower would be required to do so pursuant to Section 3.01 5.11 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The Grantors, jointly and severally, shall indemnify each Indemnitee without duplication of and to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 12.3 of the Credit Agreement. (ed) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable Applicable Law, no each Grantor shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, 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. (fe) No Indemnitee referred to in this Section 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, except to the extent resulting from its bad faith, gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment. (g) 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. (hf) All amounts due under this Section 7.3 shall be payable promptly after demand therefor. (g) Each party’s obligations under this Section 7.3 shall survive the termination of the Loan Documents and payment of the obligations thereunder.

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 Administrative 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 GrantorsEach Grantor, jointly and severally, shall pay all out-of-pocket expenses incurred by the Administrative Agent and each other Secured Party to pursuant to, and in accordance with, the extent the Borrowers would be required to do so pursuant to applicable provisions of Section 10.04 of the Credit Agreement. (b) The Grantors, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties) against Indemnified Taxes and Other Taxes to the extent the Borrowers would be required to do so pursuant to Section 3.01 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The GrantorsGrantor, jointly and severally, shall indemnify each Indemnitee to the extent the Borrowers would be required to do so pursuant to to, and in accordance with, Section 10.04 of the Credit Agreement. (ec) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable Law, no Grantor shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Credit Extension Extensions or the use of the proceeds thereof. (fd) No Indemnitee referred to in this Section 7.3 7.4 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, Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (ge) 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. (hf) All amounts due under this Section 7.3 7.4 shall be payable promptly after demand therefor.

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 Administrative 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 out-of-pocket expenses incurred by the Administrative Agent and each other Secured Party to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 13.3 of the Credit Agreement. (b) The Grantors, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all the Secured Parties) Parties against Indemnified Taxes and Other Taxes to the extent the Borrowers Borrower would be required to do so pursuant to Section 3.01 4.11 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The Grantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 13.3 of the Credit Agreement. (ed) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable Applicable Law, no each Grantor shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, any Hedging Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Extension of Credit Extension or the use of the proceeds thereof. (fe) No Indemnitee referred to in this Section 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 any other Loan Documents Document, any Hedging Agreement or the transactions contemplated hereby or thereby. (g) 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. (hf) All amounts due under this Section 7.3 shall be payable promptly after demand therefor.

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 Administrative 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 GrantorsGuarantors, jointly and severally, shall pay all out-of-pocket expenses incurred by the Administrative Collateral Agent and each other Secured Party to the extent the Borrowers any Loan Party would be required to do so pursuant to Section 10.04 9.05 of the Credit Agreement. (b) The GrantorsGuarantors, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties) against Indemnified Taxes and Other Taxes to the extent the Borrowers any Loan Party would be required to do so pursuant to Section 3.01 2.15 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The GrantorsGuarantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrowers any Loan Party would be required to do so pursuant to Section 10.04 9.05 of the Credit Agreement. (ed) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable Applicable Law, no Grantor each Guarantor shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Credit Extension Loan or the use of the proceeds thereof. (fe) No Indemnitee referred to in this Section 7.3 8.3 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, Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (g) 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. (hf) All amounts due under this Section 7.3 8.3 shall be payable promptly after demand therefor.

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 Administrative 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 out-of-pocket expenses incurred by the Administrative Agent and each other Secured Party to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 of the Credit Agreement. (b) The Grantors, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties) against Indemnified Taxes and Other Taxes Taxes, to the extent the Borrowers Borrower would be required to do so pursuant to Section 3.01 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The Grantors, jointly and severally, shall indemnify each Indemnitee Indemnitee, all to the extent, and only to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 of the Credit Agreement.. CHL:45826.4 (ed) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable Law, no each Grantor shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, 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. (fe) No Indemnitee referred to in this Section 7.3 13 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. (g) 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. (hf) All amounts due under this Section 7.3 13 shall be payable promptly after demand therefor.

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 Administrative 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 GrantorsGuarantors, jointly and severally, shall pay all out-of-pocket expenses incurred by the Administrative Agent and each other Secured Party to the extent the Borrowers any Credit Party would be required to do so pursuant to Section 10.04 12.3 of the Credit Agreement. (b) The GrantorsGuarantors, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties) against Indemnified Taxes and Other Taxes to the extent the Borrowers any Credit Party would be required to do so pursuant to Section 3.01 5.11 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The GrantorsGuarantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrowers any Credit Party would be required to do so pursuant to Section 10.04 12.3 of the Credit Agreement. (ed) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable Applicable Law, no Grantor each Guarantor shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, 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. (fe) No Indemnitee referred to in this Section 7.3 8.3 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, Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (g) 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. (hf) All amounts due under this Section 7.3 8.3 shall be payable promptly after demand therefor.

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 Administrative 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 GrantorsGuarantors shall, jointly and severally, shall pay all reasonable out-of-pocket expenses (including, without limitation, reasonable attorney’s fees and expenses) incurred by the Administrative Agent and each other Secured Party to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 12.3 of the Credit Agreement. (b) The GrantorsGuarantors shall, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties) against Indemnified Taxes and Other Taxes to the extent the Borrowers Borrower would be required to do so pursuant to Section 3.01 5.11 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The GrantorsGuarantors shall, jointly and severally, shall indemnify each Indemnitee to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 12.3 of the Credit Agreement. (ed) Notwithstanding anything to the contrary contained in this AgreementGuaranty, to the fullest extent permitted by applicable Applicable Law, no Grantor each Guarantor agrees that it shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, 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 Extension or the use of the proceeds thereof. (fe) No Indemnitee referred to in this Section 7.3 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. (g) 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. (hf) All amounts due under this Section 7.3 5.3 shall be payable promptly after demand therefor. (g) Each party’s obligations under this Section 5.3 shall survive the termination of the Loan Documents and the payment of the Obligations thereunder.

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 Administrative 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 out-of-pocket expenses incurred by the Administrative Agent and each other Secured Party to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 14.3 of the Credit Agreement. (b) The Grantors, jointly and severally, shall pay and shall indemnify each Indemnitee Recipient (which for purposes of this Agreement shall include, without limitation, all Secured Parties) against Indemnified Taxes and Other Taxes to the extent the Borrowers Borrower would be required to do so pursuant to Section 3.01 5.11 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The Grantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 14.3 of the Credit Agreement. (ed) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable Applicable Law, no each Grantor shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, 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. (fe) No Indemnitee referred to in this Section 7.3 7.3(c) 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. (g) 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. (hf) All amounts due under this Section 7.3 Sections 7.3(a) and (c) shall be payable promptly after demand therefor.

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 Administrative 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 out-of-pocket expenses incurred by the Administrative Agent and each other Secured Party to the extent the Borrowers would be required to do so pursuant to Section 10.04 9.03 of the Credit Agreement. (b) The Grantors, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties) against Indemnified Taxes and Other Taxes to the extent the Borrowers would be required to do so pursuant to Section 3.01 2.16 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The Grantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrowers would be required to do so pursuant to Section 10.04 9.03 of the Credit Agreement. (ed) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable Applicable Law, no each Grantor shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, 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. (fe) No Indemnitee referred to in this Section 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. (g) 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. (hf) All amounts due under this Section 7.3 shall be payable promptly after demand therefor.

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 Administrative 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 out-of-pocket expenses incurred by the Administrative Agent and each other Secured Party to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 14.3 of the Credit Agreement. (b) The Grantors, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties) against Indemnified Taxes and Other Taxes to the extent the Borrowers Borrower would be required to do so pursuant to Section 3.01 5.11 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The Grantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 14.3 of the Credit Agreement. (ed) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable Applicable Law, no Grantor shall assert, and each Grantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby, hereby or the transactions contemplated hereby or thereby, any Extension of Credit Extension or the use of the proceeds thereof. (fe) No Indemnitee referred to in this Section 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. (g) 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. (hf) All amounts due under this Section 7.3 shall be payable promptly after demand therefor.

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 Administrative 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 GrantorsGuarantors shall, jointly and severally, shall pay all 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 Borrowers Borrower would be required to do so pursuant to Section 10.04 14.3 of the Credit Agreement. (b) The GrantorsGuarantors shall, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties) Recipient against Indemnified Taxes and Other Taxes to the extent the Borrowers Borrower would be required to do so pursuant to Section 3.01 5.11 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The GrantorsGuarantors shall, jointly and severally, shall indemnify each Indemnitee to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 14.3 of the Credit Agreement. (ed) Notwithstanding anything to the contrary contained in this AgreementGuaranty, to the fullest extent permitted by applicable Applicable Law, no Grantor each Guarantor agrees that it shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementGuaranty, 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. (fe) No Indemnitee referred to in this Section 7.3 4.3(c) 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 the transactions contemplated hereby or thereby. (g) 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. (hf) All amounts due under this Section 7.3 Sections 4.3(a) and (c) shall be payable promptly after demand therefor.

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 Administrative 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 out-of-pocket expenses incurred by the Administrative Agent and each other Secured Lender Party to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 13.2 of the Credit Agreement. (b) The Grantors, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Lender Parties) against Indemnified Taxes and Other Taxes to the extent the Borrowers Borrower would be required to do so pursuant to Section 3.01 3.10 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The Grantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrowers Borrower would be required to do so pursuant to Section 10.04 13.10 of the Credit Agreement. (ed) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable Applicable Law, no each Grantor shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, 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. (fe) No Indemnitee referred to in this Section 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. (g) 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. (hf) All amounts due under this Section 7.3 shall be payable promptly after demand therefor. (g) Each party’s obligations under this Section 7.3 shall survive the termination of the Loan Documents and payment of the obligations thereunder.

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 Administrative 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 GrantorsEach Grantor, jointly and severally, shall pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and each other Secured Party to pursuant to, and in accordance with, the extent the Borrowers would be required to do so pursuant to applicable provisions of Section 10.04 of the Credit Agreement. (b) The Grantors, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Secured Parties) against Indemnified Taxes and Other Taxes to the extent the Borrowers would be required to do so pursuant to Section 3.01 of the Credit Agreement. (c) Each Grantor shall at all times defend title to the Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. (d) The GrantorsGrantor, jointly and severally, shall indemnify each Indemnitee to the extent the Borrowers would be required to do so pursuant to to, and in accordance with, Section 10.04 of the Credit Agreement. (ec) Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable Law, no Grantor shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Credit Extension Extensions or the use of the proceeds thereof. (fd) No Indemnitee referred to in this Section 7.3 7.4 shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by it such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement, Agreement or the other Loan Documents or the transactions contemplated hereby or therebythereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (ge) 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. (hf) All amounts due under this Section 7.3 7.4 shall be payable promptly after demand therefor.