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 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 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 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 Guaranty, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it shall not assert, and 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 Guaranty, 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 or the use of the proceeds thereof. (e) No Indemnitee referred to in this Section 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 Guaranty, the other Loan 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. (f) All amounts due under this Section 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 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 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 Borrower Borrowers 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 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 Borrower Borrowers would be required to do so pursuant to Section 5.11 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 Guarantors shallGrantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrower Borrowers would be required to do so pursuant to Section 12.3 10.04 of the Credit Agreement. (de) Notwithstanding anything to the contrary contained in this GuarantyAgreement, to the fullest extent permitted by Applicable applicable Law, each Guarantor agrees that it no 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 GuarantyAgreement, 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. (ef) No Indemnitee referred to in this Section 5.3 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 GuarantyAgreement, or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Documents 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. (fg) 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 5.3 7.3 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) The Guarantors shallGrantors, 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 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 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 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 GuarantyAgreement, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it Grantor shall not assert, and 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 GuarantyAgreement, 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 Letter-of-Credit or the use of the proceeds thereof. (e) No Indemnitee referred to in this Section 5.3 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 GuarantyAgreement, or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Documents 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. (f) All amounts due under this Section 5.3 7.3 shall be payable promptly after demand therefor. (g) Each party’s obligations under this Section 5.3 7.3 shall survive the termination of the Loan Documents and the payment of the Obligations 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, reasonable and documented 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 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 shallGrantors, jointly and severally, shall pay and shall indemnify each Indemnitee Recipient against Indemnified Taxes 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 shallGrantors, jointly and severally, shall 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 GuarantyAgreement, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it Grantor shall not assert, and 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 GuarantyAgreement, 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 or the use of the proceeds thereof. (e) No Indemnitee referred to in this Section 5.3 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 GuarantyAgreement, or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements 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. (f) All amounts due under this Section 5.3 7.3 shall be payable promptly after demand therefor. (g) Each party’s obligations under this Section 5.3 7.3 shall survive the termination of the Loan Documents and the payment of the Obligations obligations thereunder.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallGrantors, 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 Borrower would be required to do so pursuant to Section 12.3 13.3 of the Credit Agreement. (b) The Guarantors shallGrantors, jointly and severally, shall pay and shall indemnify each Indemnitee 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 shallGrantors, 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 GuarantyAgreement, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it Grantor shall not assert, and 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 GuarantyAgreement, any other Loan Document, any Secured Cash Management Agreement, any Secured Hedge 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. (e) No Indemnitee referred to in this Section 5.3 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 GuarantyAgreement, the any other Loan DocumentsDocument, any Secured Cash Management Agreements, any Secured Hedge Agreements Hedging Agreement 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. (f) All amounts due under this Section 5.3 7.3 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) The Guarantors shallEach Guarantor, 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 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 and shall indemnify each Indemnitee against Indemnified Taxes pursuant to, 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 shallin accordance with, 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. (dc) Notwithstanding anything to the contrary contained in this Guaranty, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it shall not assert, and 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 Guaranty, any other Loan Document, any Secured Cash Management Agreement, any Secured Hedge Agreement 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. (ed) No Indemnitee referred to in this Section 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 Guaranty, Guaranty or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Documents or the transactions contemplated hereby or thereby. (e) Each Guarantor agrees to pay, except and to save the extent Administrative Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from its gross negligence any such Guarantor’s delay in paying, any and all stamp, excise, sales withholding or willful misconduct as other taxes which may be payable or determined by a court of competent jurisdiction to be payable in a final non-appealable judgmentconnection with this Guaranty. (f) All amounts due under this Section 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) The Guarantors shallGrantors, jointly and severally, shall pay all reasonable out-of-pocket expenses (including, without limitation, reasonable and documented attorney’s 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 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 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 GuarantyAgreement, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it Grantor shall not assert, and 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 GuarantyAgreement, 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 or the use of the proceeds thereof. (e) No Indemnitee referred to in this Section 5.3 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 GuarantyAgreement, or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Documents or the transactions contemplated hereby or thereby, except to thereby so long as such Indemnitee has not otherwise breached its confidentiality obligations under the extent resulting from its gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgmentLoan Documents. (f) All amounts due under this Section 5.3 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. (g) Each party’s obligations under this Section 5.3 7.3 shall survive the termination of the Loan Documents and the payment of the Obligations obligations thereunder.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallEach Grantor, 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 pursuant to, and in accordance with, the extent the Borrower would be required to do so pursuant to applicable provisions of Section 12.3 10.04 of the Credit Agreement. (b) The Guarantors shallEach Grantor, jointly and severally, pay and shall indemnify each Indemnitee against Indemnified Taxes pursuant to, and Other Taxes to the extent the Borrower would be required to do so pursuant to in accordance with, Section 5.11 10.04 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 GuarantyAgreement, to the fullest extent permitted by Applicable applicable Law, each Guarantor agrees that it no 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 GuarantyAgreement, any other Loan Document, any Secured Cash Management Agreement, any Secured Hedge Agreement Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit Extensions or the use of the proceeds thereof. (ed) No Indemnitee referred to in this Section 5.3 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 Guaranty, Agreement or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Documents or the transactions contemplated hereby or thereby. (e) Each Grantor agrees to pay, except and to save the extent Administrative Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from its gross negligence any such Grantor’s delay in paying, any and all stamp, excise, sales withholding or willful misconduct as other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by a court of competent jurisdiction in a final non-appealable judgmentthis Agreement. (f) All amounts due under this Section 5.3 7.4 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) The Guarantors shallGuarantors, 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 Borrower any Credit Party would be required to do so pursuant to Section 12.3 of the Credit Agreement. (b) The Guarantors shallGuarantors, 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 Borrower any Credit Party 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 any Credit Party would be required to do so pursuant to Section 12.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this GuarantyAgreement, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it shall not assert, and 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 GuarantyAgreement, 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 or the use of the proceeds thereof. (e) No Indemnitee referred to in this Section 5.3 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 Guaranty, Agreement or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Documents 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. (f) All amounts due under this Section 5.3 8.3 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) The Guarantors shallGrantors, 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 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 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 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 GuarantyAgreement, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it no Grantor shall not 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 GuarantyAgreement, any other Loan Document, any Secured Cash Management Agreement, any Secured Hedge Agreement or any agreement or instrument contemplated hereby, hereby or the transactions contemplated hereby or thereby, any Loan or Letter Extension of Credit or the use of the proceeds thereof. (e) No Indemnitee referred to in this Section 5.3 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 GuarantyAgreement, or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Documents 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. (f) All amounts due under this Section 5.3 7.3 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) The Guarantors shallGrantors, 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 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 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 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 Indemnitee, all to the extent, and only to the extent the Borrower would be required to do so pursuant to Section 12.3 10.04 of the Credit Agreement.. CHL:45826.4 (d) Notwithstanding anything to the contrary contained in this GuarantyAgreement, to the fullest extent permitted by Applicable applicable Law, each Guarantor agrees that it Grantor shall not assert, and 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 GuarantyAgreement, 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 or the use of the proceeds thereof. (e) No Indemnitee referred to in this Section 5.3 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 GuarantyAgreement, or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Documents 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. (f) All amounts due under this Section 5.3 13 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) The Guarantors shallGrantors, 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 Borrower Borrowers would be required to do so pursuant to Section 12.3 9.03 of the Credit Agreement. (b) The Guarantors shallGrantors, 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 Borrower Borrowers would be required to do so pursuant to Section 5.11 2.16 of the Credit Agreement. (c) The Guarantors shallGrantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrower Borrowers 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 GuarantyAgreement, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it Grantor shall not assert, and 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 GuarantyAgreement, 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 or the use of the proceeds thereof. (e) No Indemnitee referred to in this Section 5.3 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 GuarantyAgreement, or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Documents 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. (f) All amounts due under this Section 5.3 7.3 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) The Guarantors shallGuarantors, 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 Collateral Agent and each other Secured Party to the extent the Borrower any Loan Party would be required to do so pursuant to Section 12.3 9.05 of the Credit Agreement. (b) The Guarantors shallGuarantors, 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 Borrower any Loan Party would be required to do so pursuant to Section 5.11 2.15 of the Credit Agreement. (c) The Guarantors shallGuarantors, jointly and severally, shall indemnify each Indemnitee to the extent the Borrower any Loan Party would be required to do so pursuant to Section 12.3 9.05 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this GuarantyAgreement, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it shall not assert, and 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 GuarantyAgreement, 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 or the use of the proceeds thereof. (e) No Indemnitee referred to in this Section 5.3 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 Guaranty, Agreement or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Documents 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. (f) All amounts due under this Section 5.3 8.3 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) The Guarantors shallEach Grantor, 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 Collateral 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 7.07 of the Credit AgreementIndenture. (b) The Guarantors shallEach Grantor, jointly and severally, pay and shall indemnify each Indemnitee against Indemnified Taxes pursuant to, and Other Taxes to the extent the Borrower would be required to do so pursuant to in accordance with, Section 5.11 7.07 of the Credit AgreementIndenture. (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 GuarantyAgreement, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it Grantor shall not assert, and 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 GuarantyAgreement, any other Loan Document, any Secured Cash Management Agreement, any Secured Hedge Agreement Indenture Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit Note or the use of the proceeds thereof. (ed) No Indemnitee referred to in this Section 5.3 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 Guaranty, Agreement or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Indenture Documents or the transactions contemplated hereby or thereby. (e) Each Grantor agrees to pay, except and to save the extent Collateral Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from its gross negligence any such Grantor’s delay in paying, any and all stamp, excise, sales withholding or willful misconduct as other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by a court of competent jurisdiction in a final non-appealable judgmentthis Agreement. (f) All amounts due under this Section 5.3 7.3 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) The Guarantors shallGrantors, 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 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 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 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 GuarantyAgreement, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it Grantor shall not assert, and 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 GuarantyAgreement, 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 or the use of the proceeds thereof. (e) No Indemnitee referred to in this Section 5.3 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 GuarantyAgreement, or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Documents 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. (f) All amounts due under this Section 5.3 Sections 7.3(a) and (c) 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) The Guarantors shallGrantors, 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 Lender Party to the extent the Borrower would be required to do so pursuant to Section 12.3 13.2 of the Credit Agreement. (b) The Guarantors shallGrantors, jointly and severally, shall pay and shall indemnify each Indemnitee (which for purposes of this Agreement shall include, without limitation, all Lender Parties) against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 3.10 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 13.10 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this GuarantyAgreement, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it Grantor shall not assert, and 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 GuarantyAgreement, 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 Letter-of-Credit or the use of the proceeds thereof. (e) No Indemnitee referred to in this Section 5.3 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 GuarantyAgreement, or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Documents 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. (f) All amounts due under this Section 5.3 7.3 shall be payable promptly after demand therefor. (g) Each party’s obligations under this Section 5.3 7.3 shall survive the termination of the Loan Documents and the payment of the Obligations obligations thereunder.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallEach Grantor hereby agrees, jointly and severally, pay all reasonable out-of-pocket expenses (including, without limitation, reasonable and documented attorney’s fees and expenses) incurred by that it shall comply with the Administrative Agent and each other Secured Party to the extent the Borrower would be required to do so pursuant to provisions of Section 12.3 15 of the Credit Guaranty Agreement, which are incorporated by reference, mutatis mutandis, as if fully set forth herein. (b) The Guarantors shall, jointly and severally, pay and indemnify 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 GuarantyAgreement, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it Grantor shall not assert, and 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 GuarantyAgreement, 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 Letter-of-Credit or the use of the proceeds thereof. (ec) No Indemnitee referred to in this Section 5.3 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 GuarantyAgreement, or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Documents 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. (fd) All amounts due under this Section 5.3 7.3 shall be payable promptly after demand therefor. (ge) Each party’s obligations under this Section 5.3 7.3 shall survive the termination of the Loan Documents and the payment of the Obligations obligations thereunder.

Expenses, Indemnification, Waiver of Consequential Damages, etc. (a) The Guarantors shallEach Grantor, 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 pursuant to, and in accordance with, the extent the Borrower would be required to do so pursuant to applicable provisions of Section 12.3 10.04 of the Credit Agreement. (b) The Guarantors shallEach Grantor, jointly and severally, pay and shall indemnify each Indemnitee against Indemnified Taxes pursuant to, and Other Taxes to the extent the Borrower would be required to do so pursuant to in accordance with, Section 5.11 10.04 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 GuarantyAgreement, to the fullest extent permitted by Applicable applicable Law, each Guarantor agrees that it no 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 GuarantyAgreement, any other Loan Document, any Secured Cash Management Agreement, any Secured Hedge Agreement Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit Extensions or the use of the proceeds thereof. (ed) No Indemnitee referred to in this Section 5.3 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 Guaranty, Agreement or the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Documents or the transactions contemplated hereby or thereby, except to the extent thereby other than for direct or actual damages resulting from its the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction jurisdiction. (e) 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 a final non-appealable judgmentpaying, 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. (f) All amounts due under this Section 5.3 7.4 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) The Guarantors shall, jointly and severally, 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 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, pay and indemnify each Indemnitee 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 14.3 of the Credit Agreement. (d) Notwithstanding anything to the contrary contained in this Guaranty, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it shall not assert, and 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 Guaranty, 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 or the use of the proceeds thereof. (e) No Indemnitee referred to in this Section 5.3 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 Guaranty, the other Loan Documents, any Secured Cash Management Agreements, any Secured Hedge Agreements Documents 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. (f) All amounts due under this Section 5.3 Sections 4.3(a) and (c) 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) The Guarantors shall, jointly and severally, Each Grantor 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 Borrower would be required to do so of its Affiliates pursuant to to, and in accordance with, Section 12.3 15.2 of the Credit Agreement. (b) The Guarantors shall, jointly and severally, pay and Each Grantor shall indemnify each Indemnitee against Indemnified Taxes pursuant to, and Other Taxes to the extent the Borrower would be required to do so pursuant to in accordance with, Section 5.11 15.2 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 GuarantyAgreement, to the fullest extent permitted by Applicable Law, each Guarantor agrees that it Grantor shall not assert, and 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 GuarantyAgreement, any other Loan Document, Document or any Secured Cash Management Agreement, any Secured Hedge Hedging Agreement or any agreement or instrument contemplated hereby, hereby or the transactions contemplated hereby or thereby, any Loan or Letter Extension of Credit or the use of the proceeds thereof. (ed) No Indemnitee referred to in this Section 5.3 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 Guaranty, Agreement or the other Loan Documents, Documents or any Secured Cash Management Agreements, any Secured Hedge Agreements Hedging Agreement or the transactions contemplated hereby or thereby. (e) Each Grantor agrees to pay, except and to save the extent Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from its gross negligence any such Grantor’s delay in paying, any and all stamp, excise, sales, withholding or willful misconduct as other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by a court of competent jurisdiction in a final non-appealable judgmentthis Agreement. (f) All amounts due under this Section 5.3 8.3 shall be payable promptly after demand therefortherefor and shall bear interest (after as well as before judgment) until paid at the rate then applicable to Base Rate Loans under the Credit Agreement and shall be additional Obligations hereunder. (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.